SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 14, 1997 (April 7, 1997)
GOLDEN BEVERAGE COMPANY
(Exact name of Registrant as specified in charter)
Nevada 0-16936 33-0123045
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
117 Hopewell-Rocky Hill Road, Hopewell, New Jersey 08525
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 466-3697
________________________________________________________________________________
(Former Address) (Zip Code)
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Items 1 and 2. Changes in Control of Registrant / Acquisition or Disposition of
Asset
On April 7, 1997, Golden Beverage Company ("Registrant") consummated a
reverse acquisition of WorldWater, Inc., a Delaware corporation ("WWI"),
pursuant to an Acquisition Agreement ("Agreement") by and among the Registrant,
the principal shareholders and executive officers of the Registrant
("Management"), WWI, and certain shareholders of WWI ("Sellers"), whereby the
Registrant acquired 80% of the issued and outstanding capital stock of WWI
(8,141,126 shares of Common Stock) in exchange for 8,141,126 post 1:1,240.597
reverse split shares (approximately 87.8% of the outstanding post-reverse shares
of the Registrant) of the Registrant's common stock. The Registrant's shares of
common stock were exchanged for WWI shares of common stock on a one-for-one
basis. Pursuant to the Agreement, Management resigned upon the consummation of
the acquisition and was replaced by WWI management.
Item 5. Other Events
The Registrant has been advised by the Philippines government's National
Irrigation Administration that it will provide a Letter of Credit later in
April, 1997 in connection with the imminent shipment to the Philippines of
twenty five of the Registrant's proprietary solar powered water pumps. Such
shipment is expected to commence by April 30, 1997.
Item 7. Exhibits
a) It is currently impracticable for the Registrant to file the required
financial statements for the acquisition described in Items 1 and 2 of this
Current Report on Form 8-K. The Registrant intends to file such financial
statements as soon as they are available by amending this Current Report.
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b) It is currently impracticable for the Registrant to file the Pro-Forma
condensed balance sheet and statement of income and explanatory notes, giving
effect to the combined accounts of the Registrant and WWI as required by the
instructions to Form 8-K. The Registrant intends to file such Pro Forma
financial statements as soon as they are available by amending this Current
Report.
c) Attached hereto as Exhibit 1 is a copy of the Agreement.
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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.
April 10, 1997
GOLDEN BEVERAGE COMPANY
(Registrant)
By: /s/ Quentin T. Kelly
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Quentin T. Kelly, President
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ACQUISITION AGREEMENT
AGREEMENT dated February _, 1997 (the "Agreement"), by, between and among
GOLDEN BEVERAGE COMPANY, a company incorporated under the laws of the State of
Nevada (hereinafter referred to as "GOLDEN"), the persons listed on Exhibit _
attached hereto and made a part hereto; being all of the principal shareholders
and executive officers of GOLDEN (hereinafter referred to as "MANAGEMENT"),
WORLDWATER, INC., a company incorporated under the laws of the State of Delaware
(hereinafter referred to as "WWI") and the persons listed on Exhibit "A"
attached hereto and made a part hereof, (hereinafter referred to as the
"SELLERS").
WHEREAS, the SELLERS own a total of 8,141,126 shares of common stock, $.001
par value, of WWI, said shares being 80% of the issued and outstanding common
stock of WWI; and
WHEREAS, the SELLERS desire to sell and GOLDEN desires to purchase one
hundred (100%) percent of such shares;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
1. Purchase and Sale. The SELLERS hereby agree to sell, transfer, assign
and convey to GOLDEN and GOLDEN hereby agrees to purchase and acquire from the
SELLERS, a total of 8,141,126 shares of Common Stock of WWI, which equals eighty
percent (80%) percent of all of WWI's currently issued and outstanding common
stock (the "WWI Common Shares"), in a reorganization pursuant to Section 368
(a)(l)(B) of the Internal Revenue Code.
2. Purchase Price. The aggregate purchase price to be paid by GOLDEN for
the WWI Common Shares shall be 8,141,126 post-reverse split shares of GOLDEN
$.001 par value voting common stock, (the "GOLDEN Common Shares"), which shares
shall be issued on a share-for-share basis for the WWI Common Shares. The GOLDEN
Common Shares will be issued to the individual SELLERS in accordance with
Exhibit "A-l" attached hereto; GOLDEN shall reserve for issuance, from its
authorized and unissued shares, (a) enough shares for issuance pursuant to
Exhibit "A-2", as described in Sections 3(b)(i), 3(b)(ii) and 3(b)(iii) herein;
and (b) enough shares for issuance to the non-selling WWI shareholders listed on
Exhibit "A-3".
3. Warranties Representations and Covenants of WWI and WWI PRINCIPALS. In
order to induce GOLDEN to enter into this Agreement and to complete the
transaction contemplated hereby, WWI and its principal executive officers
(hereinafter referred to as the "WWI PRINCIPALS"), jointly and severally warrant
and represent to GOLDEN that:
(a) Organization and Standing. WWI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
is qualified to do business as a foreign corporation in every other state or
jurisdiction in which it operates to the extent required by the laws of such
states and jurisdictions, and has full power and authority to carry on its
business as now conducted and to own and operate its assets, properties and
business. Attached hereto as Exhibit "B" are true and correct copies of WWI's
Certificate of Incorporation,
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amendments thereto and all current By-laws of WWI. No changes thereto will be
made in any of the Exhibit "B" documents before the Closing. WWI has no
subsidiaries or any investments or ownership interests in any corporation,
partnership, joint venture or other business enterprise which is material to its
business.
(b) Capitalization. As of the Closing Date, WWI's entire authorized
equity capital consists of 20,000,000 shares of Common Stock $.001 par value, of
which 10,176,408 shares of Common Stock will be outstanding as of the Closing.
As of the Closing Date, there will be no other voting or equity securities
authorized or issued, nor any authorized or issued securities convertible into
voting stock, and no outstanding subscriptions, warrants, calls, options,
rights, commitments or agreements by which WWI or the SELLERS are bound, calling
for the issuance of any additional shares of common stock or any other voting or
equity security, except as set forth in Exhibit "A-2", which consists of: (i)
4,888,368 shares reserved for issuance upon the conversion of debentures with
face value of $2,329,518; (ii) 3,027,565 shares reserved for issuance upon
conversion of outstanding warrants, at an average conversion price of $.60 per
share; and (iii) 10,157,659 additional shares, which are to be issued if and
when the conditions described in Part III of Exhibit "A2" are met. Also attached
as Exhibit "A-3" is the list of WWI stockholders owning a total of 2,035,282
shares who are not tendering their shares for sale in this transaction; Exhibits
"A-l" and "A-3" total 10,176,408 shares; all WWI shares now issued and listed in
Exhibits "A-l" and "A-3", and all WWI shares issuable as listed in Exhibit
"A-2", are exchangeable for GOLDEN shares on a share-for-share basis at any time
provided that they may be legally issued at such time, and provided that if
GOLDEN splits or reverse splits its shares after the reverse split described in
Section 4(b), then the number of shares issuable to the persons listed in
Exhibits "A-2" and "A-3" will be adjusted accordingly. The 8,141,126 issued and
outstanding WWI Common Shares to be transferred by SELLERS constitutes eighty
(80.0%) percent of the currently issued and outstanding shares of Common Stock
of WWI, which includes, inter alia, that same percentage of WWI's voting power,
right to receive dividends, when, as and if declared and paid, and the right to
receive the proceeds of liquidation attributable to common stock, if any.
(c) Ownership of WWI Shares. Each SELLER warrants and represents,
severally, that as of the date hereof, such SELLER is the sole owner of the WWI
Common Shares listed by his or her name on Exhibit "A-1", free and clear of all
liens, encumbrances, and restrictions whatsoever, except that the WWI Common
Shares so listed have not been registered under the Securities Act of 1933, as
amended (the "'33 Act"), or any applicable State Securities laws. By SELLERS'
transfer of the WWI Common Shares to GOLDEN pursuant to this Agreement, Golden
will thereby acquire 80% of the outstanding capital stock of WWI, free and clear
of all liens, encumbrances and restrictions of any nature whatsoever, except by
reason of the fact that the WWI Common Shares will not have been registered
under the '33 Act, or any applicable State securities laws.
(d) Taxes. WWI has filed all federal, state and local income or other
tax returns and reports that it is required to file with all governmental
agencies, wherever situate, and
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has paid or accrued for payment all taxes as shown on such returns, such that a
failure to file, pay or accrue will not have a material adverse effect on WWI.
WWI's income tax returns have never been audited by any authority empowered to
do so.
(e) Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial, pending or
threatened, against or affecting WWI, or against the WWI PRINCIPALS that arise
out of their operation of WWI, except as described in Exhibit "C" attached
hereto. WWI is not knowingly in material violation of any law, material
ordinance or regulation of any kind whatever, including, but not limited to
laws, rules and regulations governing the sale of its services, the '33 Act, the
Securities Exchange Act of 1934, as amended (the "'34 Act"), the Rules and
Regulations of the U.S. Securities and Exchange Commission ("SEC"), or the
Securities Laws and Regulations of any state.
(f) Governmental Regulation. WWI holds the licenses and registrations
set forth on Exhibit "D" hereto from the jurisdictions set forth therein, which
licenses and registrations are all of the licenses and registrations necessary
to permit WWI to conduct its current business. All of such licenses and
registrations are in full force and effect, and there are no proceedings,
hearings or other actions pending that may affect the validity or continuation
of any of them. No approval of any other trade or professional association or
agency of government other than as set forth on Exhibit "D" is required for any
of the transactions effected by this Agreement, and the completion of the
transactions contemplated by this Agreement will not, in and of themselves,
affect or jeopardize the validity or continuation of any of them.
(g) Ownership of Assets. Except as set forth in Exhibit "E" attached
hereto, WWI has good, marketable title, without any liens or encumbrances of any
nature whatever, to all of the following, if any: its assets, properties and
rights of every type and description, including, without limitation, all cash on
hand and in banks, certificates of deposit, stocks, bonds, and other securities,
good will, customer lists, its corporate name and all variants thereof,
trademarks and trade names, copyrights and interests thereunder, licenses and
registrations, pending licenses and permits and applications therefor,
inventions, processes, know-how, trade secrets, real estate and interests
therein and improvements thereto, machinery, equipment, vehicles, notes and
accounts receivable, fixtures, rights under agreements and leases, franchises,
all rights and claims under insurance policies and other contracts of whatever
nature, rights in funds of whatever nature, books and records and all other
property and rights of every kind and nature owned or held by WWI as of this
date, and will continue to hold such title on and after the completion of the
transactions contemplated by this Agreement; nor, except in the ordinary course
of its business, has WWI disposed of any such asset since the date of the most
recent balance sheet described in Section 3(o) of this Agreement.
(h) No Interest in Suppliers, Customers, Landlords or Competitors.
Neither the WWI PRINCIPALS nor any member of their families have any material
interest of any nature whatever in any supplier, customer, landlord or
competitor of WWI.
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(i) No Debt Owed by WWI to WWI PRINCIPALS. Except as set forth in
Exhibit "F" attached hereto, WWI does not owe any money, securities, or property
to either the WWI PRINCIPALS or any member of their families or to any company
controlled by such a person, directly or indirectly. To the extent that WWI may
have any undisclosed liability to pay any sum or property to any such person or
entity or any member of their families such liability is hereby forever
irrevocably released and discharged.
(j) Corporate Records. All of WWI's books and records, including,
without limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all material respects since
its date of incorporation.
(k) No Misleading Statements or Omissions. Neither this Agreement nor
any financial statement, exhibit, schedule or document attached hereto or
presented to GOLDEN in connection herewith, contains any materially misleading
statement, or omits any fact or statement necessary to make the other statements
or facts therein set forth not materially misleading.
(l) Validity of this Agreement. All corporate and other proceedings
required to be taken by the SELLERS and by WWI in order to enter into and to
carry out this Agreement have been duly and properly taken. This Agreement has
been duly executed by the SELLERS and by WWI, and constitutes the valid and
binding obligation of each of them, enforceable in accordance with its terms
except to the extent limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws relating to or effecting generally the
enforcement of creditors rights. The execution and delivery of this Agreement
and the carrying out of its purposes will not result in the breach of any of the
terms or conditions of, or constitute a default under or violate, WWI's
Certificate of Incorporation or By-Laws, or any material agreement, lease,
mortgage, bond, indenture, license or other material document or undertaking,
oral or written, to which WWI or the SELLERS is a party or is bound or may be
affected, nor will such execution, delivery and carrying out violate any law,
rule or regulation or any order, writ, injunction or decree, of any court,
regulatory agency or other governmental body; and the business now conducted by
WWI can continue to be so conducted after completion of the transaction
contemplated hereby, with WWI as a wholly-owned subsidiary of GOLDEN.
(m) Consents and Approvals; Compliance with Laws. Neither WWI nor the
SELLERS are required to make any filing with, or obtain the consent or approval
of, any person or entity as a condition to the consummation of the transactions
contemplated by this Agreement. The business of WWI has been operated in
material compliance with all laws, rules, and regulations applicable to its
business, including, without limitation, those related to securities matters,
trade matters, environmental matters, public health and safety, and labor and
employment.
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(n) Access to Books and Records. GOLDEN will have full and free access
to WWI's books during the course of this transaction prior to Closing, during
regular business hours, on reasonable notice.
(o) WWI Financial Statements. Before the Closing, WWI's audited
financial statements as of and for the fiscal years ended December 31, 1994 and
December 31, 1995, and WWI's unaudited financial statements as of and for the
nine months ended September 30, 1996, will be provided to GOLDEN and will be
annexed hereto as Exhibit "G"; the WWI financial statements will accurately
describe WWI's financial position as of the dates thereof. The WWI's financial
statements will have been prepared in accordance with generally accepted
accounting principles in the United States ("GAAP") (or as permitted by
regulation S-X, S-B, and/or the rules promulgated under the '33 Act and the '34
Act) and for the fiscal years certified by independent certified public
accountants with SEC experience.
(p) WWI's Corporate Summary. WWI's Corporate Summary, dated February
18, 1997 (attached hereto as Exhibit "L") accurately describes WWI's business,
assets, proposed operations and management as of the date thereof, since the
date of the Corporate Summary, there has been no material adverse change in the
Business Plan and no material adverse change in WWI; provided that no warranties
or representations are made as to any financial projections.
4. Warranties, Representations and Covenants of GOLDEN and MANAGEMENT. In
order to induce the SELLERS and WWI to enter into this Agreement and to complete
the transaction contemplated hereby, GOLDEN and MANAGEMENT jointly and severally
warrant, represent and covenant to WWI and SELLERS that:
(a) Organization and Standing. GOLDEN is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada, is
qualified to do business as a foreign corporation in every other state and
jurisdiction in which it operates to the extent required by the laws of such
states or jurisdictions, and has full power and authority to carry on its
business as now conducted and to own and operate its assets, properties and
business. GOLDEN has no subsidiaries or any other investments or ownership
interests in any corporation, partnership, joint venture or other business
enterprise.
(b) Capitalization. GOLDEN's entire authorized equity capital consists
of 160,000,000 shares of voting common stock, $.001 par value and 10,000,000
shares of preferred stock, $.01 par value. As of the Closing, after giving
effect to the proposed one-for-l,240.597 reverse split of GOLDEN's 140,276,792
currently outstanding shares into 113,072 shares, and the issuance of 1,017,640
post-reverse split shares to the Consultants described in Section 12 hereof,
GOLDEN will have authorized 160,000,000 shares of Common Stock, $.001 par value
and 10,000,000 shares of preferred stock, $.01 par value; and will have issued
and outstanding 1,130,712 shares of voting common stock, $.001 par value and no
shares of preferred stock issued, which does not include either the 8,141,126
post-reverse split shares of common stock being issued to the SELLERS listed in
Exhibit "A-1" pursuant to this Agreement, or the
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20,114,874 shares reserved for issuance pursuant to Exhibits "A-2" and "A-3".
Upon issuance, all of the GOLDEN Common Stock will be validly issued, fully paid
and non-assessable. The relative rights and preferences of GOLDEN's equity
securities are set forth on the Certificate of Incorporation, as amended and
GOLDEN's By-laws (Exhibit "H" hereto). There are no other voting or equity
securities authorized or issued, nor any authorized or issued securities
convertible into voting stock, and no outstanding subscriptions, warrants,
calls, options, rights, commitments or agreements by which GOLDEN is bound,
calling for the issuance of any additional shares of common stock or any other
voting or equity security. The By-laws of GOLDEN provide that a simple majority
of the shares voting at a stockholders' meeting at which a quorum is present may
elect all of the directors of GOLDEN. Cumulative voting is provided for by the
By-laws or Certificate of Incorporation of GOLDEN. Accordingly, as of the
Closing the 8,141,126 shares being issued to and acquired by the SELLERS shall
constitute 87.8% of the 9,271,838 shares Of GOLDEN which will then be issued and
outstanding (including all consulting fees), which includes, inter alia, that
same percentage of GOLDEN's voting power (subject to the provisions regarding
cumulative rights), right to receive dividends, when, as and if declared and
paid, and the right to receive the proceeds of liquidation attributable to
common stock, if any. Further, it and when all 10,176,408 WWI shares are
exchanged for 10,176,408 shares of GOLDEN (and assuming that no other shares of
GOLDEN are issued), then there will be a total of l1,307,120 shares of GOLDEN
issued and outstanding consisting of 113,072 shares owned by current GOLDEN
shareholders, I ,017,640 shares issued to CONSULTANTS (per Section 12 herein),
and 10,176,408 shares issued to WWI stockholders.
(c) Ownership of Shares. By GOLDEN's issuance of the GOLDEN Common
Shares to the SELLERS pursuant to this Agreement, the SELLERS will thereby
acquire good, absolute marketable title thereto, free and clear of all liens,
encumbrances and restrictions of any nature whatsoever, except by reason of the
fact that such GOLDEN shares will not have been registered under the '33 Act, or
any applicable state securities laws.
(d) Significant Agreements. GOLDEN is not and will not at Closing be
bound by any of the following:
(i) Employment, advisory or consulting contract (except as
described in Section 12 herein);
(ii) Plan providing for employee benefits of any nature;
(iii) Lease with respect to any property or equipment;
(iv) Contract or commitment for any current expenditure;
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(v) Contract or commitment pursuant to which it has assumed,
guaranteed, endorsed, or otherwise become liable for any
obligation of any other person, firm or organization;
(vi) Contract, agreement, understanding, commitment or
arrangement, other than in the normal course of
business, not set forth in this Agreement or an Exhibit
hereto;
(vii) Agreement with any person relating to the dividend,
purchase or sale of securities, that has not been
settled by the delivery or payment of securities when
due, and which remains unsettled upon the date of this
Agreement.
(e) Taxes. GOLDEN has filed all federal, state and local income or
other tax returns and reports that it is required to file with all governmental
agencies, wherever situate, and has paid all taxes as shown on such returns. All
of such returns are true and complete. GOLDEN's income tax returns have never
been audited by any authority empowered to do so.
(f) Absence of Liabilities. At and as of the Closing Date and after
giving effect to the sale of all of GOLDEN's assets to and the assumption of
liabilities by Twin Dragon Trading Corporation as of the Closing, GOLDEN will
have no liabilities of any kind or nature, fixed or contingent, except for the
costs, including legal and accounting fees and other expenses, in connection
with this transaction, for which GOLDEN agrees to be responsible and to pay in
full at or before the Closing.
(g) No Pending Actions. There are no legal actions, lawsuits,
proceedings or investigations, either administrative or judicial, pending or
threatened, against or affecting GOLDEN, or against any of the GOLDEN MANAGEMENT
and arising out of their operation of GOLDEN. GOLDEN has been in compliance
with, and has not received notice of violation of any law, ordinance or
regulation of any kind whatever, including, but not limited to, the '33 Act, the
'34 Act, the Rules and Regulations of the SEC, or the Securities Laws and
Regulations of any state. GOLDEN is not an investment company as defined in, or
otherwise subject to regulation under, the Investment Company Act of 1940.
GOLDEN is required to file reports pursuant to Section 12(g) of the '34 Act and
is now and as of the Closing will be current in its filings. GOLDEN's last two
Form 10-K Annual Reports have been thed without certified financial statements,
in compliance with SEC Regulation 210.3-11.
(h) Corporate Records. All of GOLDEN's books and records, including,
without limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all respects since its date
of incorporation; all of said books and records will be made available for
inspection by WWI's authorized representatives prior to the Closing as provided
by Section 4(1) herein, and will be delivered to GOLDEN's new management at the
Closing.
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(i) No Misleading Statements or Omissions. Neither this Agreement nor
any financial statement, exhibit, schedule or document attached hereto or
presented to WWI in connection herewith contains any materially misleading
statement, or omits any fact or statement necessary to make the other statements
or facts therein set forth not materially misleading.
(j) Validity of this Agreement. All corporate and other proceedings
required to be taken by GOLDEN in order to enter into and to carry out this
Agreement will have been duly and properly taken at or before the Closing. This
Agreement has been duly executed by GOLDEN, and constitutes a valid and binding
obligation of GOLDEN enforceable in accordance with its terms. The execution and
delivery of this Agreement and the carrying out of its purposes will not result
in the breach of any of the terms or conditions of, or constitute a default
under or violate, GOLDEN's Certificate of Incorporation or By-Laws, or any
agreement, lease, mortgage, bond, indenture, license or other document or
undertaking, oral or written, to which GOLDEN is a party or is bound or may be
affected, nor will such execution, delivery and carrying out violate any law,
rule or regulation or any order, writ, injunction or decree of any court,
regulatory agency or other governmental body.
(k) Consents and Approvals; Compliance with Laws. Except for the
notices to be filed as described in Section 7(a)(v) herein, neither GOLDEN nor
Management is required to make any filing with, or obtain the consent or
approval of, any person or entity as a condition to the consummation of the
transactions contemplated by this Agreement. The business of GOLDEN has been
operated in compliance with all laws, rules, and regulations applicable to its
business, including, without limitation, those related to securities matters,
trade matters, environmental matters, public health and safety, and labor and
employment.
(l) Access to Books and Records. WWI and SELLERS will have full and
free access to GOLDEN's books and records during the course of this transaction
prior to and at the Closing, on reasonable notice.
(m) GOLDEN Financial Statements. At or before the Closing, GOLDEN and
MANAGEMENT will provide WWI with GOLDEN's audited financial statements for the
fiscal year ended December 31, 1996, which will be certified in accordance with
GAAP by independent certified public accountants with SEC experience, and which
comply with applicable Federal securities laws and regulations including
Regulation S-X. There will have been no material change in the business, assets,
or condition (financial or otherwise) of GOLDEN since the date of such financial
statements to the Closing, other than the proposed sale of assets to and the
assumption of GOLDEN's liabilities by the Twin Dragon Trading Corporation, which
sale and assumption of liabilities will take effect at and as of the Closing.
(n) GOLDEN Financial Condition. As of the Closing, GOLDEN will have no
assets or liabilities.
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(o) Directors' Approval. Immediately upon the signing of this
Agreement, GOLDEN'S Board of Directors, by meeting or consent, will duly and
properly authorize the matters described in section 7(a)(vii) herein.
(p) The GOLDEN Shares. All of the GOLDEN Common Shares issued to
SELLERS shall be validly issued, fully-paid non-assessable shares of GOLDEN
Common Stock, with full voting rights, dividend rights, and tight to receive the
proceeds of liquidation, if any, as set forth in GOLDEN's Certificate of
Incorporation.
(q) Trading of GOLDEN Stock. GOLDEN's common stock is now and as of
the Closing will be traded on the OTC Bulletin Board (Symbol: GNBV); no further
action must be taken before the Closing for continued trading on the Bulletin
Board except for the filing of the notices described in Section 7(a)(v); and
except after the Closing a Form 8-K must be filed, which will be the
responsibility of GOLDEN's new management.
5. Term; Indemnification. All representations, warranties, covenants and
agreements made herein and in the exhibits attached hereto shall survive the
execution and delivery of this Agreement and payment pursuant thereto.
MANAGEMENT hereby agree, jointly and severally, to indemnify, defend, and hold
harmless GOLDEN, WWI, and the SELLERS from and against any damage, loss
liability, or expense (including, without limitation, reasonable expenses of
investigation and reasonable attorney's fees) arising out of any material breach
of any representation, warranty, covenant, or agreement made by MANAGEMENT in
this Agreement.
6. The GOLDEN Shares. All of the GOLDEN Common Shares shall be validly
issued, fully-paid and non-assessable shares of GOLDEN Common Stock, with full
voting rights, dividend rights, and right to receive the proceeds of
liquidation, if any, as set forth in GOLDEN's Certificate of Incorporation.
7. Conditions Precedent to Closing. (a) The obligations of WWI and the
SELLERS under this Agreement shall be and are subject to fulfillment, prior to
or at the Closing, of each of the following conditions:
(i) That GOLDEN's and MANAGEMENT's representations and warranties
contained herein shall be true and correct at the time of Closing as if such
representations and warranties were made at such time, and MANAGEMENT will
deliver an executed certification confirming the foregoing;
(ii) That GOLDEN and MANAGEMENT shall have performed or complied with
all agreements, terms and conditions required by this Agreement to be performed
or complied with by them prior to or at the time of the Closing;
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(iii) That GOLDEN's directors, by proper and sufficient vote taken
either by consent of directors or at a meeting duly and properly called and
held, shall have properly approved the sale of GOLDEN's assets to and the
assumption of GOLDEN's liabilities by Twin Dragon Trading Corporation ("Twin
Dragon"), and that WWI shall have received satisfactory evidence of the
consummation of the sale of GOLDEN's assets to Twin Dragon and the assumption of
GOLDEN's liabilities by Twin Dragon, together with a satisfactory
indemnification from Twin Dragon and its principal owners as to any previous
liabilities of GOLDEN;
(iv) That WWI shall have received a legal opinion from counsel to
GOLDEN that the actions approved by the Board of Directors as set forth in
Section 7(a)(iii) and Section 7(a)(vii) herein can be effected without approval
of GOLDEN'S shareholders and that, upon such Board approval, the transactions
referred to those Sections will have been consummated and will represent
GOLDEN's binding obligations;
(v) That GOLDEN shall have filed the notice required by Rule 14(f)(1)
under the '34 Act and the notice of the reverse split required by Rule 10b-17
under that Act, and shall have sent notice to its stockholders of the
transactions contemplated herein; and
(vi) GOLDEN shall have filed the Form S-8 contemplated by Section 12
herein and shall have provided WWI and the CONSULTANTS (as defined in Section 12
herein) with a legal opinion that the shares issued to CONSULTANTS can be and by
virtue of the filing of Form S-8 have been registered under the '33 Act pursuant
to FORM S-8; and
(vii) That GOLDEN'S Board of Directors, by proper and sufficient vote,
shall have approved this Agreement and the transactions contemplated hereby;
approved the contemplated reverse split of GOLDEN's outstanding Common Stock
without changing either the authorized shares or the par value; approved the
resignation of all of GOLDEN'S current directors and the election of up to six
designees of WWI to serve as directors in place of GOLDEN's current directors;
approved the sale of assets to Twin Dragon as described in Section 7(a)(iii}
herein; and will have approved such other changes as are consistent with this
Agreement and approved by WWI and GOLDEN; and
(viii) That SELLERS shall have received confirmation of full payment
from all parties required to receive payment for the costs in connection with
this transaction, as referred to in Section 4(1)herein.
(b) The obligations of GOLDEN and MANAGEMENT under this Agreement shall be
and are subject to fulfillment, prior to or at the Closing of each of the
following conditions:
(i) That WWI's and SELLERS' representations and warranties contained
herein shall be true and correct at the time of Closing as if such
representations and warranties were made at such time and WWI and the WWI
PRINCIPALS shall deliver an executed certification confirming the foregoing;
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<PAGE>
(ii) That WWI and WWI PRINCIPALS shall have performed or complied with
all agreements, terms and conditions required by this Agreement to be performed
or complied with by them prior to or at the the of Closing; and
(iii) That WWI's officers will have signed non-compete clauses in the
form attached hereto as Exhibit "J".
8. Termination. This Agreement may be terminated at any time before or at
Closing, by:
(a) The mutual agreement of the parties;
(b) Any party if:
(i) Any provision of this Agreement applicable to a party shall
be materially untrue or fail to be accomplished on or before
March 31, 1997.
(ii) Any legal proceeding shall have been instituted or shall
be imminently threatening to delay, restrain or prevent the
consummation of this Agreement.
Upon termination of this Agreement for any reason, in accordance with the
terms and conditions set forth in this paragraph, each said party shall bear all
costs and expenses as each party has incurred and no party shall be liable to
the other.
9. Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.
10. Miscellaneous Provisions. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there are no
other agreements, written or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The failure to insist upon
strict compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such right or power
at any other time or times.
11. Closing. The Closing of the transactions contemplated by this Agreement
("Closing") shall take place at the offices of John B. Lowy, P.C. attorneys for
Olympic Capital Group, Inc., at 1:00 P.M. on the first business day after the
latter of the approval of SELLERS owning at least 80% of WWI's Common Stock or
the directors of GOLDEN approving this Agreement and the matters referred to in
Section 7(a)(vii) herein, or such other date as the parties hereto shall agree
upon. At the Closing, all of the documents and items referred to herein shall be
exchanged.
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<PAGE>
12. Fees and Commissions. (a) Except as described in this Section 12, no
broker, finder, or other person or entity is entitled to any fee or commission
from GOLDEN or WWI for services rendered on behalf of GOLDEN or WWI in
connection with the transactions contemplated by this Agreement. As compensation
for its services in initiating this transactions and ongoing consulting services
to GOLDEN and WWI, GOLDEN agrees to issue to the individuals listed in Schedule
S-8 attached hereto, which includes individuals employed by Olympic Capital
Group, Inc. ("OCG") and Park Street Investments, Inc. ("PARK") (collectively,
the "CONSULTANTS"), a total Of 1,017,640 post-reverse split shares. Such shares
shall be issued at Closing pursuant to the Consulting Agreements attached hereto
as Exhibit S-8, and shall be registered at or before the Closing under the '33
Act pursuant to Form S-8.
(b) In addition to the shares to be issued to PARK and OCG described
in Section 12(a), it is also agreed by the parties hereto that during the first
12 months after the Closing, if and as any additional shares of GOLDEN are
issued, at the same time GOLDEN shall issue to PARK's designees, to OCG's
designees and to GOLDEN's PRINCIPALS' designees a number of shares equal to 2%,
2% and 1%, respectively, of the additional GOLDEN shares issued, until GOLDEN
shall have issued up to 10,000,000 additional shares to such persons, i.e., the
maximum number of additional shares of GOLDEN post-reverse split common stock
issuable pursuant to this Section 12(b) shall be 200,000, 200,000 and 100,000,
respectively; all shares shall be registered under Form S-8. The number of
shares issuable to the persons named in the preceding sentence shall be reduced
if and to the percentage extent that such a person has transferred (including
transfer by gift or into street name) any of the shares preciously issued to
such person under Section 12(a); e.g. if OCG has received 150,000 shares
pursuant to Section 12(a) and has transferred 30,000 of those shares before
GOLDEN issues an additional 4,000,000 shares, then instead of OCG receiving
80,000 additional shares, OCG will receive 20% less - i.e. 64,000 shares. The
CONSULTANTS hereby acknowledge that, upon their receipt of the shares described
in this Section 12, and the registration on Form S-8 of such shares issued to
OCG and PARK and such additional shares as may be included in the S-8
registration statement, as permitted by applicable SEC rules and regulations,
GOLDEN, WWI, and the SELLERS shall have no further obligation to compensate the
CONSULTANTS. If permissible, the initial registration statement on Form S-8
shall register all shares which can be issued pursuant to this Section 12,
including Section 12(b).
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Nevada.
14. Counterparts. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Agreement, with one counterpart being
delivered to each party hereto.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the date and year above first written.
GOLDEN BEVERAGE COMPANY
By: /s/ Dino Keller
----------------------------
Dino Keller
MANAGEMENT:
/s/ Shiou Yung Wang /s/ John Sorenson
- ------------------------------- ------------------------------
Shiou Yung Wang John Sorenson
/s/ Gene K. Lee /s/ Dino Keller
- ------------------------------- ------------------------------
Gene K. Lee Dino Keller
WORLDWATER, INC.
By: /s/ Quentin T. Kelly
----------------------------
Quentin T. Kelly
WWI PRINCIPALS:
[MISCELLANEOUS] ______________________________
- -------------------------------
_______________________________ ______________________________
SELLERS:
[MISCELLANEOUS] ______________________________
- -------------------------------
_______________________________ ______________________________
_______________________________ ______________________________
OLYMPIC CAPITAL GROUP, INC.
By: /S/ John B. Lowy
-------------------------------------
John B. Lowy, President
PARK STREET INVESTMENTS, INC.
By: /S/ Ken Kurtz
-------------------------------------
Ken Kurtz, President
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