FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
SUPPLEMENTAL FILING OF EXHIBITS
Pursuant to Section 13 or 15(d) of The Securities & Exchange Act
of 1934
Date of Report: May 8, 1997
DATE OF SUPPLEMENTAL EXHIBIT FILING: JULY 1, 1997
MT. OLYMPUS ENTERPRISES, INC.
(Exact name of registrant as specified in charter)
UTAH 33-11795 87-0441351
State or other jurisdiction Commission File Number IRS Employer I.d. No.
of Incorporation
5110 South 800 East, Murray, UT 84117
Aress of principal executive offices - Zip Code
Registrant's Telephone Number, including Area Code: (801) 262-2265
PLEASE SEND A COPY OF ALL CORRESPONDENCE
OR RESPONSES TO COUNSEL FOR REGISTRANT AT:
Mr. Julian D. Jensen
311 South State, Suite 380
Salt Lake City, UT 84111
Telephone of Counsel for Registrant, including Area Code: (801) 531-6600
<PAGE>
THIS SUPPLEMENTAL 8-K FILING IS MADE SOLELY TO
ELECTRONICALLY FILE THE EXHIBITS REFERENCED IN THE 8-K
FILING OF THE REGISTRANT DATED MAY 8, 1997. THE MAY 8, 1997
FILING IS OTHERWISE INCORPORATED IN ITS ENTIRETY.
ITEM 1. Not Applicable
ITEM 2. Acquisition of Assets - PREVIOUSLY FILED
ITEM 3. Not Applicable
ITEM 4. Not Applicable
ITEM 5. Other Events - PREVIOUSLY FILED
ITEM 6. Not Applicable
ITEM 7. Financial Statements and Exhibits
Preliminary Letter of Intent with Afritel Communications, Inc. - EXHIBIT "A"
Memorandum of Understanding between MOE and Dennis Madsen - EXHIBIT "B"
Short Term Funding Agreement (Madsen/Limpert) - EXHIBIT "C"
Approving Resolution of the Board of Directors - EXHIBIT "D"
Notification of Authorization from NASD - EXHIBIT "E"
Press Release - EXHIBIT "F"
[The Preliminary Financial Statements of Afritel, Inc. are not presently
available, but will be filed as appropriate disclosure items upon
completion of the Reorganization.]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
MT. OLYMPUS ENTERPRISES. INC.
L. Kent Mackay, President
5110 South 800 East
Murray, UT 84117
Date: July , 1997
moe.3/supfil8k.moe
<PAGE>
EXHIBIT - A
AFRITEL TELECOMMUNICATIONS, INC.
700 Gemini, Suite 100 - Houston, Texas 77058
Tel: (713) 488-3883 Fax: (713) 488-5353
April 24, 1997
Mr. L. Kent Mackay
President
Mt. Olympus Enterprises, Inc.
5110 South 800 East
Salt Lake City, Utah 84117
Re: Acquisition of AfriTel Telecommunications, Inc.
By Mt. Olympus Enterprises, Inc.
Dear Mr. Mackay:
The following constitutes a mutual letter of intent (letter of Intents) with
respect to the acquisition of Duffel Telecommunications, Inc. (AfriTel), a
Delaware corporation, by Mt. Olympus Enterprises, Inc. (Mt. Olympus), a Delaware
corporation, on the terms and conditions as follows:
RECITALS
1. Mt. Olympus was incorporated in Delaware on January 19, 1987
and is authorized to issue 50,000,000 common shares, each having a par value
of $.001. 4,300,000 common shares and no preferred shares are presently issued
and outstanding. No other class of equity securities are outstanding. However,
prior to Closing of the transaction contemplated by this Letter of Intent, Mt.
Olympus will reverse split it's outstanding common shares so that immediately
after the splits 100,000 shares will be issued and outstanding.
2. Mt. Olympus offered and sold its common stock to the public
pursuant to the terms of a Registration Statement declared effective by the
U.S. Securities and Exchange Commission (herein-Commission) dated November
1988. Mt. Olympus has furnished to AfriTel copies of its Registration Statement
and financial statements, which are specifically incorporated herein by
reference.<PAGE>
3. AfriTel is a duly incorporated Delaware corporation and all of its
issued and outstanding common stock is owned by Benchmark Equity Group, Inc.
(Benchmark).
4. AfriTel has acquired a cellular telecommunications concession in the
African country of Zaire and intends to acquire additional telecommunication
licenses on the African continent.
5. AfriTel has furnished Mt. Olympus with a Confidential Business Plan,
which is specifically incorporated herein.
6. The parties desire to enter into a Letter of Intent as a statement of
their intention to effect an acquisition, subject to suitable results of due
diligence examinations, required director and shareholder votes, and other
requirements of applicable State and Federal laws.
IN CONSEQUENCE WHEREOF, the parties have adopted this Letter of Intent as
a statement of their intent to effect an acquisition on the terms and
conditions set forth herein.
1. Reorganization of Company. The parties intend to effect an acquisition
of AfriTel by Mt. Olympus as a non-taxable reorganization pursuant to Section
368(a)(1) of the Internal Revenue Code of 1986, as amended.
Each party shall, at closing, provide the other with documentation and
evidence that all required statutory notices, proxies, and dissenter's rights
have been complied with under applicable law.
The Reorganization shall be structured so that AfriTel shall become a
wholly owned subsidiary of Mt. Olympus followed by a change of its name to
"AfriTel Telecommunications, Inc." and all equity securities of AfriTel
outstanding before the reorganization will become securities of Mt. Olympus. A
Plan and Agreement of Reorganization, Articles of Merger, Information Statement
to shareholders and all other filings or shareholder communications required by
the Commission, state regulatory authorities or necessary to effect the
acquisition shall be promptly and timely completed upon closing.
2. Exchange of Shares. The parties acknowledge that Mt. Olympus is a public
company and its outstanding securities are registered pursuant to Section 12(9)
of the Securities Exchange Act of 1934. Immediately prior to the Closing of the
transaction contemplated by this Letter of Intent, Mt. Olympus will reverse
split it's outstanding shares of common stock so that the total outstanding
shares immediately after the split will be 100,000. Thereafter, Mt. Olympus
shall acquire all common shares of AfriTel by exchanging 4,500,000 shares of
the authorized,<PAGE>
but presently unissued, shares of common voting stock of Mt.
Olympus to the present shareholders of AfriTel for all issued and outstanding
common shares of AfriTel. The shares issued by Mt. Olympus will be restricted
securities as defined in Rule 144 of the Securities Act of 1933, an appropriate
legend will be stamped on each certificate representing such shares and stop
orders will be issued to the transfer agent. The acquisition shall be
structured such that Mt. Olympus shall have full and plenary ownership and
control of AfriTel and its subsidiaries.
The parties understand that Mt. Olympus has agreed to issue 500,000
presently authorized but unissued shares of its common stock to a person or
firm designated by Mt. Olympus at the time the exchange is consummated, as
compensation for negotiating the transaction described in this Letter of Intent
3. Matters Prior to the Acquisition and Additional Documentation. As is
customary in transactions of this kind, this Letter of Intent shall serve as a
general outline of a definitive Plan and Agreement of Reorganization (the
"Agreement") and other more detailed documentation to be prepared, approved by
counsel, and fully executed. By way of illustration and not limitation, the
parties expect that such Agreement shall contain clauses and other agreements
which shall be hereafter negotiated including:
(i) Lock up agreements, break-up fee and options to purchase restricted
shares of Mt. Olympus satisfactory to the management of AfriTel and Mt.
Olympus and their respective controlling shareholders;
(ii) Evidence that AfriTel has completed a private placement of not less
than $500,000;
(iii) Evidence that the common stock of Mt. Olympus is qualified for trading
in the over-the-counter securities market, is approved for quotation on the
electronic bulletin operated by the National Association of Securities Dealers,
Inc. and bid and ask prices are quoted by not less than three "market makers";
(iv) Assurances that no activities of the parties would, in the reasonable
opinion of counsel, result in rights or rescission or other claims under the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934 as
amended, State Blue Sky Laws, applicable State Corporate Laws, and similar
laws; and similar assurances that the proposed transaction shall not give rise
to dissenter's rights, rights of appraisal, escrow or lock-up requirements;
minority shareholder derivative actions, and similar rights and remedies;
(v) Assurances that all financial statements of AfriTel and its subsidiaries
are audited or unaudited and do not contain "black holes" or a showing that
continued operations of the companies are dependent upon proceeds of any future
offering of securities;
<PAGE>
(vi) Representations and warranties as to the adequacy and accuracy of
materials furnished, corporate authority and related matters;
(vii) Consents, if necessary, by Blue Sky Commissioners and other regulatory
authorities;
(viii) Suitable officers' certificates, agreements with finders, and similar
matters; and
(ix) Opinions of counsel covering issuance of fully paid and non-assessable
stock, appropriate exemptions from registration for privately placed and
restricted shares, corporate authority and good standing, and similar corporate
matters.
4. Financial Statements. Mt. Olympus will provide AfriTel with financial
statements audited by Hansen, Barnett and Maxwell, Certified Public
Accountants, for each of its fiscal years from inception through and including
December 31, 1996 as well as unaudited statements for the quarter ended March
31, 1997 and shall provide, upon request, all general ledgers, checkbooks,
checkbook registers, and similar accounting or bookkeeping documents. At the
time of closing, Mt. Olympus will have no material liabilities or assets.
AfriTel agrees that, immediately upon acquisition, it will cause Mt. Olympus to
provide an information statement to all shareholders of Mt. Olympus fully
disclosing this transaction, among other things, within a prompt and reasonable
time after the date of acquisition.
5. Due Diligence Examination. The consummation of the transactions
contemplated hereunder are expressly conditioned upon the results of due
diligence examinations by the respective parties. Mt. Olympus warrants and
represents that the representations contained in its Registration Statement,
annual report and quarterly reports are true and accurate as of the date of the
Registration Statement, annual report and quarterly reports, and AfriTel
warrants and represents mat the representations contained in its Confidential
Business Plan are true and accurate. With respect to the due diligence
examinations, each party shall fully and completely disclose and divulge all
matters requested; fully disclose all matters that may materially affect the
ability of Mt. Olympus to have a registration statement declared effective; to
disclose all matters that may affect the financial statements of Mt.
Olympus and AfriTel; and shall make available all books and records. All
employees, shareholders, officers, directors, attorneys, accountants, advisors
and consultants of Mt. Olympus and AfriTel may be examined by the other party.
All information received in connection with the due diligence examination shall
be received in confidence and shall not be divulged in the event that a merger
of the companies does not take place.
<PAGE>
6. Non-solicitation. In consideration of the substantial expenditures of
time, effort and money to be undertaken by AfriTel in connection with the
preparation and execution of the Agreement, the various reviews, investigations
and verifications referenced to above, Mt. Olympus hereby undertakes and agrees
(i) that during the term of the Letter of Intent, Mt. Olympus shall not enter
into or conduct any discussions with any other prospective purchaser for the
purchase of any of the shares of Mt. Olympus Common Stock or any of Mt.
Olympus's assets, and (ii) to negotiate in good faith in an attempt to
successfully conclude the transactions contemplated by the Letter of Intent. In
addition, pending execution and delivery of the Agreement (or the earlier
termination of the Letter of Intent), Mt. Olympus will not, and will not permit
its representatives to solicit or encourage (including by way
of furnishing any non-public information concerning Mt. Olympus's business,
properties or assets) any acquisition proposal and will terminate all
negotiations relating to an acquisition proposal is received, Mt. Olympus shall
promptly notify AfriTel. As used in the Letter of Intent, "acquisition
proposal" means any proposal for a merger or other business combination
involving Mt. Olympus or for the acquisition of any equity interest in, or a
substantial portion of, the assets of Mt. Olympus other than pursuant to a
transaction contemplated by the Letter of Intent.
7. Public Statements. Each party to this Letter of Intent agrees that he will
not make any public disclosure of this Letter of Intent or the execution of the
Agreement without the other's prior approval. Prior to issuing any press
release or public statement concerning the transactions represented therein, a
copy shall be made available to the other parties for their comments. If the
proposed transactions are not consummated for any reason whatsoever, the
respective parties thereto shall keep confidential any information (unless
ascertainable from public or published information or trade sources) concerning
the business or operations of the parties hereto.
8. Confidentiality. Mt. Olympus will hold and will cause its employees,
representatives, consultants and advisors to hold in strict confidence, unless
compelled to disclose by judicial or administrative process, or by other
requirements of law, all documents and information concerning AfriTel furnished
to Mt. Olympus in connection with the transactions contemplated by the Letter
of Intent (except to the extent that such information can be shown to have been
(a) previously known by Mt. Olympus and where the disclosure of which is not in
violation of an obligation of Mt. Olympus, (b) in the public domain through no
fault of Mt. Olympus, or (c) later lawfully acquired by Mt. Olympus from other
sources unless Mt. Olympus knew such information was obtained in violation of
an agreement of confidentiality) and will not release or disclose such
information to any other person, except its auditors, attorneys, financial
advisors and other consultants and advisors in connection with<PAGE>
the
Agreement (it being understood that such persons shall be informed by Mt.
Olympus of the confidential nature of such information and shall be directed by
Mt. Olympus to treat such information confidentially).
9. Binding Effect. It is, of course, understood that the respective rights
and obligations of Mt. Olympus and AfriTel remain to be defined in the
Agreement into which the Letter of Intent and all prior discussions shall
merge; provided, however, that the respective obligations of Mt. Olympus and
AfriTel described in the three immediately preceding paragraphs shall be
binding upon each, respectively, when the Letter of Intent is executed and
delivered to AfriTel.
10. Matters Subsequent to the Acquisition. Immediately upon consummation
of the acquisition, or as soon thereafter as practicable, the respective
parties will take all corporate, regulatory and other actions reasonably
necessary to promptly accomplish the following:
(i) Election of Officers, Directors, Counsel and Auditors. Contemporaneously
with the acquisition, the present directors will unanimously consent to the
election of directors designated by Benchmark and, upon the acceptance and
agreement to serve by such newly elected persons, the present officers,
directors, counsel and accountants for Mt. Olympus shall tender their
resignations, from all capacities, of the company. Immediately thereafter, a
Board of Directors meeting shall be held to elect officers and to appoint
counsel to Mt. Olympus and to engage independent auditors.
(ii) Parent - Subsidiary Merger. Articles of Merger will be adopted by the
Directors and ratified by the shareholders at a meeting noticed and called for
such purpose, whereby AfriTel is merged into Mt. Olympus (or a wholly owned
subsidiary formed for such purpose). The corporate name, state of
incorporation, articles of incorporation, by-laws, number and par value of
authorized shares of common and preferred stock, incentive stock option plan,
employee stock ownership plan, designations of outstanding preferred stock and
other matters of corporate governance and capital structure of the surviving
corporation will be identical to AfriTel immediately prior to the effective
date of the merger.
(iii) Appointment of Auditors, Legal Counsel and Transfer Agent. The Board
of Directors will engage BDO Seidman as independent auditors, Sonfield &
Sonfield as legal counsel and American Stock Transfer Corporation as warrant
agent, transfer agent and exchange agent for the corporation.
<PAGE>
(iv) Information Statement and Special Meeting of Shareholders. Legal
counsel to AfriTel will assist in the preparation of an information statement
for distribution to all shareholders of Mt. Olympus which provides an
explanation of each of the actions described in the next preceding three
paragraphs and specifies the time and place for a special meeting of
stockholders to ratify same.
(v) Registration Statement on Form S-8. Management of Mt. Olympus will file
a Registration Statement on Form S-8, or other appropriate form, with the
Commission in order to register not less than 200,000 of the 500,000 shares
issued by Mt. Olympus as consideration for the negotiation of the acquisition
described in this Letter of Intent.
If the above and foregoing is acceptable, please so indicate by executing
one copy of this letter in the space provided and return to the undersigned.
AFRITEL TELECOMMUNICATIONS, INC.
By: /s/
Frank M. DeLape, Corporate Secretary
Accepted and agreed this 24th day of April, 1997.
MT. OLYMPUS ENTERPRISES, INC.
By: /s/
L. Kent Mackay, President
letter of intent.doc
<PAGE>
EXHIBIT - B
MEMORANDUM OF UNDERSTANDING
Preliminary agreement made and entered by and between Mr. Dennis
Madsen of 476 East South Temple #205, Salt Lake City, UT 84111 ("Madsen")
and Mt. Olympus Enterprises, Inc. of 5110 S. 800 E. Salt Lake City, UT 84117
("MOE" or the "Company") in Salt Lake County, State of Utah on this 21st day
of April, 1997.
Madsen and MOE agree, subject only to final Board Ratification of MOE,
that MOE will authorize for issuance to Madsen, or assigns, Five Million
(5,000,000) shares of its restricted common stock in consideration for Madsen
assuming and arranging payment of all outstanding debts and obligations of the
Company, including all obligations presently owing to Madsen, with Madsen
continuing to act for the Company as a finding agent for proposed mergers or
acquisitions. Madsen and MOE agree that the December 31, 1996 Balance Sheet
for MOE shows total liabilities of $61,108.00. Madsen has indicated to MOE
that he has preliminarily negotiated financing arrangements requiring pledging
the shares which may be issued to him by this Agreement, and as necessary to
raise sufficient funds to fully compromise and discharge all MOE obligations,
to include Madsen's personal assumption of some of the MOE debt.
Madsen intends to pledge the stock subscription to be issued to him as
security for one or more private loan transactions with sophisticated business
parties to pay and discharge the MOE obligations without recourse to the
Company. Madsen upon authorization of the stock herewith further agrees to
fully indemnify the Company from all claims of its current creditors.
Madsen represents that he will use his best efforts to enter into loan
transactions employing the foregoing stock subscription with parties willing to
enter into an undertaking to pursue further negotiations with the Company
related to merger or acquisitions. Madsen represents and agrees that the
shares to be issued to him, or assigns, under this Agreement will be employed
only for loan transactions to discharge obligations of the Company as set-out
above; and, subsequently, to assist in proposals of acquisition or merger as
the Board may subsequently approve.
Madsen further agrees and stipulates, as a finding agent of the Company,
that he is fully and intimately familiar with the Company and its present
activities and accounting and waives any further requirement for disclosure as
to the shares to be issued. Madsen further understands that such shares will
be restricted securities and is fully aware of the nature and limitations of
restricted securities.
Madsen further understands and agrees that the shares issued hereunder
cannot be further distributed or sold without the consent and approval of the
Company, except as such shares may be legitimately foreclosed as a result of
any loan transaction. Madsen agrees that he will insure the shares to be
received by him under this Agreement are not sold or otherwise distributed,
except as security for the private loan transactions or reorganization of the
company as contemplated by this Agreement, absent approval of the Company and
pursuant to registration or a recognized exemption from registration.
Madsen and MOE agree that they are entering this Agreement as an arm's
length transaction and that the terms will be fully binding, provided only that
the Board of Directors must ratify the actions of its president in entering
this preliminary agreement.
DATED THE DAY AND DATE FIRST ABOVE WRITTEN.
/s/ /s/
Dennis L. Madsen L. Kent Mackay, President
Mt. Olympus Enterprises, Inc.
moe.2/memunder.asc
<PAGE>
EXHIBIT - C
SHORT-TERM
FUNDING AGREEMENT
AGREEMENT made and entered this 21st day of April, 1997, by and
between Andrew Limpert of 3512 South 300 East, Condominium R, Salt
Lake City, UT 84115 ("Limpert") and Dennis G. Madsen of 476 East South
Temple, Salt Lake City, Utah 84111 ("Madsen") in Salt Lake County, State of
Utah. Whenever both Madsen and Limpert are referred to in this Agreement,
they shall be collectively designated as "the parties."
RECITALS
WHEREAS, Mt. Olympus Enterprises, Inc. (hereafter "MOE" or the
"company") has recently authorized, but not issued, Five Million shares
(5,000,000) of its restricted common stock to be used either to repay and
discharge an interim loan, or to be employed as part of the Afritel
Reorganization;
WHEREAS, Limpert has agreed to loan to Madsen the sum of Sixty
Thousand Dollars ($60,000.00) for the purpose of totally paying and
discharging the liabilities of the company, including those obligations
owed to Mr. Madsen;
WHEREAS, both Madsen and Limpert are aware of and consent to the
general terms of a proposed Reorganization of the company with a third
party known as Afritel Telecommunications, Inc. ("Afritel") which
specificallyprovides that 4,500,000 of the foregoing stock as issued may be
used as part of the reorganization to the Afritel shareholders, and 500,000
will be retained by Madsen, or his assigns, subject to the terms of this
Agreement;
NOW, THEREFORE, the parties mutually agree and covenant as
follows:
WITNESSETH
1.0 CONSIDERATION AND LOAN. Limpert has paid an initial
payment of Twenty Thousand Dollars ($20,000.00) under this Agreement,
receipt and sufficiency of which loan payment is acknowledged by Madsen.
Limpert herewith tenders the second installment of $20,000 upon execution
ofthis Agreement, receipt and sufficiency of which is acknowledged by
Madsen subject only to collection, and agrees to pay the final loan
installment of $20,000.00 not later than May 10, 1997.
2.0 STOCK AND SECURITY. MOE has agreed to authorize, as
security for this Agreement, Five Million (5,000,000) Shares of its
restricted common stock to be issued promptly to Limpert in full
satisfaction and discharge of this loan obligation in the event that the
Afritel Reorganization is not completed upon the terms and within the time
provided in paragraph 4.0, below.
3.0 REPAYMENT AND INTEREST TERMS OF LOAN. This
paragraph, whether or not evidenced by a separate loan instrument, shall be
treated in all respects as a loan obligation and undertaking. Madsen
agrees to repay to Limpert the total sum of Sixty Thousand Dollars
($60,000) in principal, with simple annual interest commuted thereon at the
rate of ten percent (10%) per annum and prorated on a daily basis, within
ninety (90) days of the date of this Agreement. In the event that Madsen
should default on such payment(s), and subject only to the terms of
paragraph 4.0, it is agreed that Limpert will have an immediate right to
foreclose and liquidate or retain in his name, without further judicial
process or notice, the 5,000,000 share certificate to be issued in
accordance with paragraph 2.0, supra.; BUT WITHOUT RECOURSE UPON EXECUTION
AND LIQUIDATION OF THE SECURITY INTEREST.
4.0 ALTERNATIVE REPAYMENT. Madsen and Limpert both
mutually covenant and agree in good faith that in lieu of the standard note
repayment provisions recited by the preceding paragraph, Limpert will not
require payment of the Note upon its due date, provided that: (i) the
Afritel Reorganization Agreement referenced above has proceeded to a final
definitive Reorganization Agreement as of the due date; (ii) the company
has completed a formal meeting of its shareholders to approve such
Reorganization; and (iii) the company - as the resulting public entity -
has filed for the registration ofits securities, pursuant to S-8 or other
appropriate registration, in accordance with the terms of such
Reorganization Agreement. If each of the foregoing three (3) conditions
are satisfied, Limpert agrees that the due date of the Note
will be extended and may be repaid in accordance with the terms of the
Reorganization Agreement, as outlined below, for a period of up to an
additional six (6) months, as may be required for the completion of the
Registration. Limpert agrees that if the Reorganization with Afritel and
the registration of the securities is completed, he will agree to accept in
lieu of the repayment of the Sixty Thousand Dollars ($60,000), together
with accrued interest, the following securities of the company - regardless
of how named or designated - pursuant to the completion of the
Reorganization with Afritel:
A. Not less than Thirty Seven and One-Half Percent (37.5%) of the
Two Hundred Thousand (200,000) shares to be registered
pursuant to the S-8 provisions, in satisfaction of the principal
obligation of $60,000.00 owing under the Note (75,000 post-reorganization
shares).
B. Fifty Thousand (50,000) of the remaining Three Hundred
Thousand (300,000) unregistered post-reorganization shares
payable to management of the company or Madsen in
satisfaction of the interest portion of the Note obligation.
5.0 REPRESENTATIONS OF THE PARTIES. Both parties to
this Agreement represent that they are sophisticated and knowledgeable
business investors, who have access to and complete knowledge of, the
business, financial statements and other matters concerning MOE. Both
parties further represent that they would be qualified to be "accredited"
investors. Both further represent and agree, because of their close
affiliation with MOE, that they waive any specific requirement for
additional information from MOE and agree and consent that they are
acquiring securities herein, either directly or through potential
foreclosure of a loan, as restricted securities without registration.
Both parties represent and agree that they are fully informed and
understand the nature of restricted securities and the limitations placed
thereon, and fully agree and consent to such restriction and to the terms
of this Agreement as knowledgeable and informed securities investors. Both
agree that they are taking such shares subject to a private business
transaction and not for resale and distribution.
6.0 MISCELLANEOUS.
6.1 This Agreement shall be binding upon or inure to the benefit of
the heirs, assigns or successors in interest of either party hereto.
6.2 This Agreement shall be applied and construed in accordance
with Utah Law.
6.3 Should any term or provision of this Agreement be found void
or voidable, the balance shall be given reasonable application and applied
so far as possible.
6.4 This Agreement constitutes a fully integrated agreement and
shall not be modified or extended by parole evidence, and may only be
amended by a writing signed by both parties and attached hereto.
DATED the day and date first above written.
/s/ /s/
Mr. Dennis G. Madsen Mr. Andrew Limpert
MOESEC.2/CFUNDAGR.ASC
<PAGE>
EXHIBIT - D
WAIVER OF NOTICE OF SPECIAL MEETING
OF THE BOARD OF DIRECTORS
OF
MT. OLYMPUS ENTERPRISES, INC.
The undersigned, being all of the Directors named in the MT.
OLYMPUS ENTERPRISES, INC. Articles of Incorporation, hereby waive
notice of a special meeting of the Board of Directors and consent to the
holding thereof on the 30th day of April, 1997 at 10:00 a.m., at 5110 South
800 East, Salt Lake City, UT 84117, and we do further agree that any and all
business transacted at said meeting shall be as valid as though said meeting
were held after notice duly given. The undersigned evidence that they
attended such meeting in person or by telephone.
IN WITNESS WHEREOF, we have hereunto subscribed our names on
this 30th day of April, 1995.
/s/
L. KENT MACKAY
Director
/s/
DAVE WINTERS
Director
/s/
GREGORY H. STRINGHAM
Director
<PAGE>
EXHIBIT - D (CONT...)
MINUTES
SPECIAL BOARD OF DIRECTORS MEETING
OF
MT. OLYMPUS ENTERPRISES, INC.
April 30th, 1997
A Special Board of Directors Meeting was called by the President of
Mt. Olympus Enterprises, Inc. ("MOE" or the "Company"), L. Kent Mackay,
pursuant to contact with and Waiver of Notice by the other two Directors, as
attached. Mr. Mackay confirmed that he had previously indicated to the other
Directors that Mr. Dennis Madsen was going to negotiate a preliminary Letter
of Intent for a reverse acquisition with a company known as Afritel
Communications, Inc. ("Afritel"), a start-up private Texas corporation to be
engaged in the business of providing telecommunications and other telephone
related services in developing African nations. The initial target area will
be Zaire, or surrounding countries.
It was proposed that Afritel wanted to transfer its assets, management,
and start-up businesses to the Company for the purposes of becoming a public
entity and then to do a subsequent public offering to raise capital for its
initial telecommunications marketing endeavors.
Mr. Mackay indicated that he had also discussed with Mr. Madsen, as
the finding and consulting agent to the Company, the requirements for a
preliminary Letter of Intent. Mr. Madsen had indicated to Mr. Mackay that it
was necessary to create some means by which to eliminate the present
outstanding debts and other liabilities of the Company in the approximate
amount of Sixty-One Thousand Dollars ($61,000.00) as an initial first step to
entering into this proposed reorganization.
Mr. Mackay then indicated that Mr. Madsen had proposed a solution
whereby the Company would agree to issue out Five Million (5,000,000)
shares of its common stock to Mr. Madsen, should it become necessary to
transfer such stock in the future as security or repayment of interim loans to
retire the company's debts and obligations, and as necessary for completion of
a final reorganization with Afritel. Mr. Madsen agrees to assume and
discharge all of the present debts and other obligations of the Company
through the date of such agreement. Mr. Madsen agreed he would attempt to
arrange for a short-term loan using the foregoing commitment of the company
to issue stock as security, and to employ the proceeds of said loan for the
purposes of eliminating the Company's debts and liabilities, including those
amounts owing to Mr. Madsen. The Company would concurrently complete
its negotiations for the preliminary Letter of Intent with Afritel with the
ultimate anticipation being that Four Million Five Hundred Thousand
(4,500,000) of the Five Million (5,000,000) shares to be issued would be used
for the purposes of completing the Afritel Reorganization. It was also
discussed, as part of the Reorganization, that a third party creditor would
loan the initial $60,000.00 for debt discharge and would be paid and satisfied
out of a portion of the remaining 500,000 shares to be retained or assigned by
Mr. Madsen for the interim debt reduction and related reorganization services,
as issued.
Mr. Madsen further discussed with the Board, and the Board is aware,
that if the Afritel - or other suitable transaction - is not timely completed,
then the Five Million (5,000,000) shares to be issued will be foreclosed as
security for such loan(s), and the Company will have exchanged its existing
debt for 5,000,000 shares. The Board fully discussed such issue and
determined, after discussion, it was not an unreasonable transaction for the
Company to issue 5,000,000 shares for the elimination of its debts absent any
other transactions or business purposes. Mr. Mackay wanted to insure, from his
discussions with Mr. Madsen and as presented to the Board, that if the Afritel
transaction, or any similar related transaction was completed, that the
preponderance of the 5,000,000 shares would be used for the purposes of funding
such transaction.
Mr. Madsen indicated that he had obtained a preliminary commitment from a
third party lender by the name of Mr. Andrew Limpert, to whom the shares
will be pledged, as issued, and that Mr. Limpert is agreeable to such
conditional terms.
Based upon the consideration of all of the foregoing factors, Mr.
Mackay reported to the Board that he had entered into a Letter of
Understanding with Mr. Madsen to issue the 5,000,000 shares, subject to
Board approval and as the foregoing conditions are satisfied, and which
Agreement is attached hereto for the consideration of the Board as Exhibit
"A." Concurrently submitted to the Board for its consideration and approval,
was a subsequent preliminary agreement with Afritel constituting a Letter of
Intent for a reverse acquisition as generally described and outlined above, and
attached hereto for Board review and approval as Exhibit "B," as signed by its
President. Finally, there is attached to this Minutes, the Short-Term Funding
Agreement with Mr. Andrew Limpert (Exhibit "C"), who would supply a loan
of Sixty Thousand Dollars ($60,000.00) based upon the pledge of the Five
Million (5,000,000) shares of the to be issued securities of the Company under
the condition that they be used to eliminate the debts and obligations of the
Company.
The Board then discussed, at some length, the various provisions of the
proposed Reorganization, the Short-Term Funding Agreement, and the
proposed issuance of 5,000,000 shares of the Company for elimination of the
corporation debts of MOE and potential application to funding the Afritel
Reorganization Agreement. The Board specifically considered and discussed
that the Company - at the present - has no alternative or viable business
proposals or plans and believes this is an optimum time to attempt to do a
reorganization since the Company has brought current, through December 31,
1996, its filing requirements under the Securities and Exchange Act of 1934,
its tax filings, and other corporate filings in the State of Delaware, and is
in good standing, according to counsel for the Company, in all of these filing
requirements at the present time.
Finally, the Board discussed that pursuant to the foregoing proposals,
the Board had erroneously and prematurely authorized the issuance of
5,000,000 shares to Mr. Madsen, dated 4/17/97, and represented by
Certificate No. 1951. Mr. Madsen has agreed to sign-off on this certificate
and to return the same to the transfer agent, Atlas Stock Transfer, with a
President's Letter requesting full cancellation as issued in error.
Based upon the foregoing, it was moved by Mr. Stringham, seconded
by Mr. Winters and unanimously adopted by the Board, that the Company
hereby ratify and fully affirm the preliminary understanding between the
Company and Mr. Madsen related to the issuance of Five Million (5,000,000)
shares for the assumption, indemnity and retirement of the Company's debts
and obligations to the date of such Agreement (Exhibit "A"); and, with
provision for subsequent application of such shares to the Afritel
Reorganization. Concurrently, the Company agrees that the Afritel
Reorganization Agreement constitutes a viable and feasible agreement and it is
proposed by the Board that it be adopted. While the Company is not a party
to the Short-Term Funding Agreement between Mr. Madsen and Mr. Limpert,
it has reviewed such document as a necessary and intrinsic part of the overall
agreement to the Afritel Reorganization and the prospective issuance of the
5,000,000 shares, and affirms the terms and provisions of the such Funding
Agreement as consistent and beneficial to those efforts. Based upon the
foregoing, it was unanimously agreed and adopted by each of the undersigned
Directors as follows:
RESOLVED: The Board of Directors hereby unanimously
adopts and affirms the Memorandum of Understanding between the
Company and Mr. Madsen, as previously executed by Mr. Mackay as
President, (Exhibit "A").
Secondly, the Board unanimously adopted and approved the
preliminary Letter of Intent for the reverse merger with Afritel, a copy
of which is attached hereto and incorporated by this reference as
Exhibit "B."
Next, the Board consents to the Short-Term Funding Agreement
between Mr. Madsen and Mr. Limpert (Exhibit "C") as being
consistent and consonant with the terms and provisions of the Afritel
Reorganization.
Finally, the Board directs its President to return
Certificate No. 1951 for five million (5,000,000) shares, after
signature by Mr. Dennis Madsen, to be deemed ISSUED IN
ERROR AND CANCELLED OF RECORD.
ITEM II
The Board next considered a representation and proposal of Mr.
Mackay that while the foregoing shares as issued could be employed to
eliminate all debts and obligations of the Company through the Memorandum
of Understanding executed on April 9, 1997, the Board also needed to further
authorize the continuing services of legal counsel for the Company and the
auditors for the Company. Specifically, it was noted unaudited interim
financial statements through March 31, 1997 will be required under the terms
of the Reorganization. Legal counsel will also be required to be involved in
various due diligence, negotiation and drafting work incident to completion of
the Reorganization including, but not limited to, preparation of the Proxy
Statement and Request for Special Shareholders Meeting.
As a result, it was proposed that the Board authorize the continuing
services of HANSEN, BARNETT & MAXWELL as the independent
auditors, and Mr. Julian D. Jensen of JENSEN, DUFFIN, CARMAN, DIBB
& JACKSON as the attorney for the completion of the Reorganization and
related securities work. Mr. Madsen had indicated to the Board that he
believed that such services, as well as the discharge of present obligations to
these professionals, could be negotiated by him out of the remaining Five
Hundred Thousand (500,000) shares of the Company's stock as issued to be
reserved to Mr. Madsen for reorganization purposes.
Based upon the foregoing understanding, the Board agreed to authorize
the continuing services and payment by Mr. Madsen for these professional
services out of this block of stock without further Board review or
authorization. Accordingly, it was moved by Mr. Mackay, seconded and
unanimously adopted by the Board as follows:
RESOLVED: Mr. Madsen and Mr. Mackay shall continue to
retain and work with Mr. Julian D. Jensen as the Company's legal
counsel, and Hansen, Barnett & Maxwell as the financial auditors to
attempt to complete the Reorganization. Counsel shall be given broad
latitude to complete corporate filings and securities filings, as necessary
to complete such Reorganization including, though not limited to, filing
of an 8-K Information Statement as to completion of the preliminary
terms of the Reorganization; work on Proxy Statement and Annual
Meeting Statements; and, such securities and corporate filings as may
be required to be reviewed or prepared incident to the completion of
the Reorganization.
There being no further business to come before the Board of Directors
at this time, the Special Meeting of the Board of Directors of Mt. Olympus
Enterprises, Inc. was adjourned by unanimous consent.
<PAGE>
DATED the day and date first above written.
/s/
L. Kent Mackay
/s/
Gregory Stringham
/s/
David R. Winters
MTOLY.2/D-SPCMTG.ASC
<PAGE>
EXHIBIT - E
[NASD LETTERHEAD LOGO/ADDRESS]
TELECOPIER
April 25, 1997
Mark Peterson
Alpine Securities Corporation
440 East 400 South
Salt Lake City, UT 84111
Re: Mt. Olympus Enterprises, Inc. Common Stock (#7081)
Dear Mr. Peterson:
The Association has reviewed the information you submitted
pursuant to NASD Rule 6740 and Rule 15c2-11 under the Securities
Exchange Act of 1934 in connection with the above referenced security(ies).
This letter will confirm that on April 25, 1997, acting in reliance upon
the information contained in the filing, we have cleared your request to submit
a quote of $.01 Bid, $.10 Ask on the OTC Bulletin Board for Mt. Olympus
Enterprises, Inc. Common Stock.
Please be advised tat in clearing your filing it should not be assumed
that any federal, state, or self-regulatory requirements other than Rule 6740
and Rule 15c2-11 have been considered. Furthermore, this clearance should
not be construed as indicating that the NASD has passed upon the accuracy or
adequacy of the documents contained in your Rule 15c2-11 submission.
<PAGE>
For members who receive clearance to enter quotations on the OTC
Bulletin Board, the Association's Market Operations Unit will contact our
firm within 24 hours of receipt of this letter. If you have any questions
regarding this matter, please contact the undersigned at (301) 208-2824.
Very truly yours,
/S/
Mark Jacoby
Associate Compliance Examiner
OTC Compliance Unit
cc: National Quotations Bureau
<PAGE>
EXHIBIT - F
Press Release
for
MT. OLYMPUS ENTERPRISES, INC.
L. Kent Mackay, President
5110 South 800 East
Murray, UT 84117
Telephone: (801) 262-2265
July 1, 1997
Mt. Olympus Enterprises, Inc. ("Mt. Olympus") announced today that it
has entered into a Preliminary Letter of Intent with a privately-held Texas
corporation known as Afritel Telecommunications, Inc. ("Afritel"), whereby
Mt. Olympus will acquire all of the issued and outstanding stock of Afritel
subsequent to a forty three-to-one (43:1) reverse split of its presently issued
and outstanding shares. Mt. Olympus will issue a total of Five Million
(5,000,000) new shares related to this acquisition transaction.
Afritel is a start-up company without any present business, but intends to
engage in a Private Placement Offering for initial capitalization ($500,000.00)
and then attempt to engage in the development of telecommunication systems
in Zaire and other developing African nations.
The reorganization will contemplate a change in management of Mt.
Olympus, with Afritel designating various directors and subsequently
appointing new Officers for the company. If fully consummated, the
reorganization will result in present shareholders holding approximately two
percent (2%) of the issued and outstanding shares of the new entity.
Mt. Olympus also concurrently entered into a Short Term Financing
Agreements wherein a third party has loaned, for the benefit of Mt. Olympus
and subject to security in 500,000 of the Mt. Olympus shares, $60,000.00 to
pay the present debts and obligations of Mt. Olympus.
Mt. Olympus has also, as of April 25, 1997, been authorized to resume
trading on the "Electronic Bulletin Board." Its present quoting broker is
Alpine Securities of Salt Lake City, Utah.
Each of the foregoing matters is more particularly set out with supporting
documentation in a Form 8-K filed by Mt. Olympus with the Securities and
Exchange Commission. Any shareholder, or other interested party, may
obtain a copy of the Form 8-K filing from counsel
for Mt. Olympus: Mr. Julian D. Jensen, 311 South State, #380, Salt Lake
City, Utah 84111 - Telephone (801) 531-6600; or, directly from the Securities
and Exchange Commission.
DATED this 8th day of May, 1997.
/s/
L. Kent Mackay, President
MT. OLYMPUS ENTERPRISES, INC.
moe.2/release.moe
