SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) and Exchange Act of 1934
Date of Report (Date of earliest event reported):April 29,1998
IRT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Florida 0-15347 59-2720096
(State or (IRS Employer
other jurisdiction) (Commission Identification No.)
file Number)
555 South Federal Highway, Suite 200, Boca Raton, FL 33432
(Address of principal executive offices)
Registrant's telephone number (561) 416-7239
102 N.E. 2nd Street, Suite 262, Boca Raton, FL 33432
(Former name or former address, if changed since last
report.)
ITEM 2. Acquisition or Disposition of Assets
The Registrant has entered into an Agreement whereby, in summary,
it will transfer all operations and assets pertaining to its
casino business know as "Casino Bahia Ballena" for the price of
$150,000 U.S., and with the purchaser assuming the obligation of
the current casino lease. $100,000 of the price has been paid,
with $25,000 due June 30, 1998 and $25,000 due August 30, 1998.
The name of the buyer is A.B.C. Island C.R.S.A., a Costa Rican
Corporation. The transfer should be completed June 1, 1998.
EXHIBIT. AGREEMENT
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
This AGREEMENT is dated effective April 29, 1998, and is entered
into by and between A.B.C. Island C.R.S.A. a Costa Rican
Corporation duly registered by Costa Rican law ("Purchaser") and
IRT Industries, Inc. a Florida, U.S.A. Corporation duly
registered by Floridian Law ("Seller").
RECITALS
1. Seller is the owner and operator of a casino business known
as Casino Bahia Ballena, through its wholly subsidiary Casino
Bahia Ballena, S.A. a Costa Rican Corporation (hereinafter
referred to as "Business"), which b Business is located at the
Playa Tambor Hotel, Tambor Beach, Puntarenas, Costa Rica (the
"Location"); and
2. Seller wishes to sell, and Purchaser wishes to purchase, the
assets of the Business, including all the stock of Casino
Bahia Ballena S.A. upon the terms and conditions hereinafter
set forth;
Now, THEREFORE, in consideration of the premises, mutual
promises, covenants, terms and conditions, the receipt and
sufficiency of which are hereby acknowledged by the parties
hereto, the parties hereby agree as follows:
1. RECITALS. All of the above recitals are true, correct and
complete.
2. PURCHASE AND SALE. Purchaser agrees to purchase from Seller,
and Seller agrees to sell and deliver to Purchaser at the
"Closing" (hereinafter defined) the Business, including all
assets and properties of every kind, wherever located
including, without limitation, Casino Bahia Ballena, S.A., and
all shares of its stock, Casino equipment, furniture, fixtures
and licenses and permits (all of which are hereinafter
collectively referred to as the "Assets"). Seller represents
and warrants that, among other things, the Assets to be
conveyed to Purchaser by Seller at Closing will be free and
clear of any and all liens, encumbrances, claims or demands
(without any obligation or liability of the Purchaser), and
shall include, without limitation:
i) all shares, 100 per cent ownership, of Casino Bahia
Ballena S.A.
ii) all inventories and supplies of the Business, under
Exhibit A. Seller represents Exhibit A ia a current
complete detail of all inventory and supplies of the
operation of Casino Bahai Ballena S.A.;
iii) all furniture, fixtures and equipment in the same
quantity, quality and condition as such items are
constituted as of the date hereof, except for ordinary
wear and tear;
iv) all telephone numbers of the Business;
v) all goodwill and other intangible rights
vi) all applicable licenses, permits and other similar
authorizations and consent;
vii) all names, logos, trademarks and all intellectual
properties of every kind owned or used by the Business;
and,
viii) all gaming permits, business licenses and any
other permits in good standing, free of any claim or
encumbrances.
1. PURCHASE PRICE. The purchase price for the Assets is the sum
of $150,000 U.S., which will be paid by the Purchaser to the
Seller as provided below ("Purchase Price").
2. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid
to the Seller as follows, subject to the terms and conditions
of this Agreement:
A. Upon execution of this Agreement, Purchaser
Purchaser shall pay the sum of $100,000 U.S.
to Seller; and
A. Purchaser shall sign and deliver to Seller at
Closing, and make payments in accordance with
therewith, a Promissory Note, in the form
attached hereto as Exhibit B, for the
balance.
1. LICENSES. A. At Closing, Seller shall transfer and assign to
Purchaser all of its interests in all licenses and permits of
any type or nature, all of which are assignable, transferable
and connected with the operation of the Business.
2. NO ASSUMPTION OF LIABILITIES. A. Purchaser will not assume
any obligations or liabilities, except those incurred in the
ordinary course of the Business as to the period following May
31, 1998 for the Lease, under Exhibit C, of the Location (with
Seller representing to Purchaser that obligations, and
liabilities of the Business, including, without limitation,
taxes, payroll, and rent will be paid current up to May 31,
1998). Seller represents and warrants Exhibit C is current
complete copy of the Lease, including all amendments.
A. It is the intent of the parties that upon Closing, Seller
shall no longer be liable for the Business in respect of any
future obligations or liabilities except for all liabilities
incurred prior to June 1, 1998 arising thereafter due to
Purchaser's use or operation of the Assets.
B. Seller shall be responsible for salary, social securities
taxes, vacation pay, and all other related items, up to May
31, 1998 for persons who are employees, with Purchaser having
the option, in its discretion, to hire such employees.
C. In connection with the Business, Purchaser shall assume the
lease (Lease") for the Business Location, for the period after
May 31, 1998.
D. As of the Closing, by the execution hereof, Seller shall
relinquish to Purchaser any and all rights to the Assets that
are the subject hereof, subject only to the requirement of the
Purchaser to pay the Purchase Price in accordance with the
terms and conditions of this Agreement.
E. Purchaser shall not assume any obligations or liabilities of
Seller or of Casino Bahia Ballena, S.A., except the Lease, and
Seller also represents and warrants that Casino Bahia Ballena
S.A., is free and clear of any obligations or liabilities.
1. CLOSING, CLOSING DATE. The date for the Closing of the sale
(herein "Closing") shall be this date, unless the parties agree
otherwise in writing.
2. REPRESENTATIONS, WARRANTIES AND INDEMINIFICATION. All
statements of Seller herein, shall be deemed representations
and warranties by Seller. All such representations shall also
be true, complete and correct as of the Closing as if made on
that date and shall survive the Closing. Seller indemnifies
and holds harmless Purchaser from any and all obligations and
liabilities of the Business incurred prior to June 1, 1998,
except for the Lease, and also of any breach by Seller of any
provision herein, including reasonable attorney's fees and
costs.
3. MISCELLANEOUS PROVISIONS. A. Gender. Wherever the context
shall require, all words herein in the masculine gender shall
be deemed to include the feminine or neuter gender, all
singular words shall include the plural, and all plural shall
include the singular.
A. Severability. If any provision hereof is deemed
unenforceable by a court of competent jurisdiction, the
remainder of this Agreement, and the application of such
provision in other circumstances shall not be affected
thereby.
B. Expenses. Except as otherwise provided herein, each party
hereto shall bear all expenses incurred by each such party in
connection with this Agreement and in the consummation of the
transactions contemplated hereby and in preparation thereof.
C. Amendment. This Agreement may only be amended or modified at
any time, and from time to time, in writing, executed by the
parties hereto.
D. Counterparts and Facsimile. This Agreement may be executed
in counterparts and by facsimile, and shall be deemed one
entire, legally binding Agreement.
E. Governing Law. In the event of a dispute, between the
parties or default requiring enforcement of any provision of
this document, Purchaser shall have the option of selecting
either U.S. Law or Costa Rican Law to apply, and either U.S.
Jurisdiction or Costa Rican Jurisdiction to be used; provided
the parties shall endeavor to first arbitrate the matter
before filing suit.
The parties hereto have executed the Agreement effective the date
first above written.
Seller: IRT Industies, Inc.
By: /s/ Richard Rossi
Its: President
Purchaser: A.B.C. ISLAND C.R.S.A.
By: /s/ Melvin Pereira
Its: President
