SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K /A
Amendment - previously filed on October 6, 1998
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: September 22, 1998
VENTURE WORLD, LTD.
(Exact name of registrant as specified in charter)
DELAWARE 33-19139-NY 11-2936371
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
616 First Avenue, Suite 400
Seattle, Washington 98104
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (206) 341-9090
Reason for Amendment: Filing of corrected Exhibit 2.01.
Item 1. Change in Control of Registrant
Effective September 22, 1998, pursuant to the terms of an Acquisition
Agreement (the "Plan"), the Registrant acquired all of the shares of PolarCap,
Inc. ("PolarCap")and NetAmerica, Inc. ("NetAmerica")(collectively "the
Subsidiaries"). As a result of the transaction, PolarCap and NetAmerica
became wholly-owned subsidiaries of the Registrant and the shareholders of
PolarCap and NetAmerica will be issued an aggregate of eight million four
hundred thousand shares, or approximately 88% of the total shares outstanding
at the time of the transaction.
As part of the reorganization, various officers and directors of the
Subsidiaries will become the officers and directors of the Registrant. In
the past two months Gregory Martin and Douglas Cole were added to the Board
and appointed officers of the Registrant. On or about October 10, 1998,
Lisa Valario and Michael Labertew will resign as officers and directors of
the Registrant and William Fritts will be appointed Co-Chairman (Director) and
Secretary/Treasurer of the Registrant.
Whereas the Registrant has primarily been active in recent history, it
will now exist as a holding company to the Subsidiaries, primarily develop the
business of its new subsidiary NetAmerica.
NetAmerica is a Washington corporation organized in 1997 by William
Fritts, an owner and developer of several software and hardware companies. In
1998 Gregory Martin joined the firm. Mr. Martin has over 25 years of
experience in managing high technology companies. At present, Net America is
an Internet telecommunications service company focused on aggregating Internet
dial-up access and commercial dedicated Internet access services in the United
States and specific international services. It offers on a wholesale basis a
broad array of Internet access products and services designed to afford small
and medium-sized virtual Internet service providers (VISPs) and their end
users and customers seamlessly integrated Internet access solutions.
NetAmerica's goal is to develop a profitable revenue base of Internet access
services with marketing force of sales professionals.
NetAmerica targets local, regional and national Internet service
resellers and commercial customers with (i) national and global Internet access
requirements, (ii) limited infrastructure and/or limited capital for
expanding their network infrastructure, or (iii) requirements to expand into
new geographic areas quickly. NetAmerica then contracts with Tier 1 ISPs to
provide broad-based network access of its customer's Internet traffic. By
capitalizing on the combined traffic of its customers, NetAmnerica believes
that it is able to offer rates for basic Internet access that compare
favorably with the rates ISPs of the size targeted by NetAmerica typically are
charged by the major Tier 1 providers.
Item 5. Other Events.
Effective October 6, 1998 , the Registrant will change its name from
Venture World, Ltd. to NetAmerica International Corporation.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The required financial statements will be filed by amendment not
later than 60 days after the date that this report must be filed.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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.
VENTURE WORLD, INC.
Date: October 5, 1998 By /s/ Douglas Cole
President
EXHIBIT INDEX
Number Description Page
2.01 Acquisition Agreement 5
Exhibit 2.01
ACQUISITION AGREEMENT
This Agreement is entered into by, between and among Venture World, Ltd., a
corporation organized under the laws of the State of Delaware (hereinafter
the "Purchaser"), and the Shareholders ("the Shareholders") of PolarCap, Inc.,
a California corporation and NetAmerica, Inc., a Washington corporation
(hereinafter collectively referred to as "the Companies").
Witnesseth:
WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to
sell, all of the outstanding stock of the Companies in exchange for common
stock of the Purchaser;
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser and Shareholders approve and adopt this Acquisition
Agreement and mutually covenant and agree with each other as follows:
ARTICLE I
SHARES TO BE TRANSFERRED AND SHARES TO BE ISSUED
1. a. On the closing date the Shareholders shall transfer to Purchaser
certificates for the number of shares of the common stock of the Companies
described in Schedule "A" , attached hereto and incorporated herein, which in
the aggregate shall represent all of the issued and outstanding shares of
stock of the Companies. Such certificates shall be duly endorsed in blank by
Shareholders or accompanied by duly executed stock powers in blank with
signatures guaranteed. Alternatively, the shareholders may assign their
rights to the shares if the shares have not been physically issued in the form
of stock certificates.
b. In exchange for the transfer of the common stock of the Companies
pursuant to sub-section 1.a. hereof, Purchaser shall on the closing date and
contemporaneously with such transfer of the common stock of the Companies to
it by the Shareholders, or rights thereto, issue and deliver to the
Shareholders the number of shares of common stock of the Purchaser specified
on Schedule "B" hereof, which shares shall total 2,578,524 NetAmerica shares
and 7,182,500 PolarCap shares.
2. The parties intend that this acquisition and exchange of shares is to
be an exchange/transaction pursuant to Section 368(a)(1)(c) of the Internal
Revenue Code of the United States.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
2.01 Ownership of Stock.
2 Shareholders are the record owners and holders of the number of
fully paid and non-assessable shares of the Companies listed in Schedule "A"
hereto as of the date hereof and will continue to own such shares of the stock
of the Companies until the delivery thereof to the Purchaser on the closing
date and all such shares of stock are or will be on the closing date owned
free and clear of all liens, encumbrances, charges and assessments of every
nature and subject to no restrictions with respect to transferability. The
Shareholders will have full power and authority to assign and transfer their
shares of the Companies in accordance with the terms hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF POLARCAP AND ITS SHAREHOLDERS
3.01 Capitalization
Except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements or demands of any character relating to the
stock of PolarCap owned by Shareholders.
3.02 Organization and Authority.
(a) PolarCap is a corporation duly organized, validly existing and
in good standing under the laws of the State of California, with all requisite
corporate power and authority to own, operate and lease its properties and to
carry on its business as now being conducted, is duly qualified and in good
standing in every jurisdiction in which the property owned, leased or operated
by it, or the nature of the business conducted by it, makes such
qualification necessary to avoid material liability or material interference
in its business operations, and is not subject to any agreement, commitment or
understanding which restricts or may restrict the conduct of its business in
any jurisdiction or location. Polar Cap is presently qualified to do
business in the State of California.
(b) The outstanding shares of PolarCap are legally and validly
issued, fully paid and nonassessable.
(c) PolarCap does not own five percent (5%) or more of the
outstanding stock of any corporation except as listed on the Disclosure
Statement.
(d) The minute book of PolarCap made available to Purchaser contains
complete and accurate records of all meetings and other corporate actions of
the shareholders and the Board of Directors (and any committee thereof)
of PolarCap.
(e) The Disclosure Statement contains a list of the officers,
directors and shareholders of PolarCap and copies of the articles of
incorporation and by-laws currently in effect of PolarCap.
(f) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not, subject to the
approval and adoption by the Shareholders of PolarCap, violate any provision of
the certificate/articles of incorporation or bylaws of PolarCap, or any
provisions thereof, or result in the acceleration of any obligation under,
any mortgage, lien, lease, agreement, instrument, court order, arbitration
award, judgment or decree to which PolarCap is a party, or by which it is bound,
and will not violate any other restriction of any kind or character to which
it is subject.
(g) The authorized capital stock of PolarCap is 50,000,000 shares of
common stock, no par value, of which 7,182,500 shares of such stock will be
issued and outstanding at the time of closing.
3.03 Financials.
(a) A balance sheet (hereafter "financial statements") of PolarCap
has been delivered by PolarCap to the Purchaser. Said financial statements are
true and correct in all material respects and present an accurate and complete
disclosure of the financial condition of PolarCap as of its date and for the
periods covered.
(b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of PolarCap shown on the books of account on the statement date and
as incurred in the normal course of business since that date, are collectible
in the normal course of business.
(c) PolarCap has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the balance sheet as of the statement date except as disposed of
in the normal course of business, free and clear of any mortgage, lien, pledge,
charge, claim or encumbrance, except as shown on said balance sheet as of the
statement date and, in the case of real properties except for rights-of-
way and easements which do not adversely affect the use of such property.
(d) All currently used property and assets of PolarCap, or in which
it has an interest, or which it has in possession, are in good operating
condition and repair subject only to ordinary wear and tear.
3.04 Changes Since the Statement Date. Since the financial statement
date, except as disclosed in the Disclosure Statement, there will not have
been any material negative change in the financial position or assets of
PolarCap.
3.05 Liabilities. There are no material liabilities of PolarCap, whether
accrued, absolute, contingent or otherwise, which arose or relate to any
transaction of PolarCap, its agents or servants occurring prior to the
statement date, which are not disclosed by or reflected in said financial
statements, except as disclosed in the Disclosure Statement. There are no
such liabilities of PolarCap which have arisen or relate to any transaction
of PolarCap, its agents or servants, occurring since the statement date, other
than normal liabilities incurred in the normal conduct of the business of
PolarCap, and none of which have a material adverse effect on the business or
financial condition of PolarCap, except as disclosed in the Disclosure
Statement. As of the date hereof, there are no known circumstances,
conditions, happenings, events or arrangements, contractual or otherwise,
which may hereafter give rise to liabilities, except in the normal course of
business of PolarCap, except as disclosed in the Disclosure Statement.
3.06 Taxes. All federal, province, county and local income, ad valorem,
excise, profits, franchise, occupation, property, sales, use gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid and
discharged as reported by PolarCap, and there are no unpaid taxes which are,
or could become a lien on the properties and assets of PolarCap, except as
provided for in the financial statements of their date, or have been incurred
in the normal course of business of PolarCap since that date. All tax returns
of any kind required to be filed have been filed and the taxes paid or accrued.
3.07 Accuracy of All Statements Made by PolarCap. No representation or
warranty by PolarCap and Shareholders in this Agreement, nor any statement,
certificate, schedule or exhibit hereto furnished or to be furnished by or on
behalf of the Shareholders pursuant to this Agreement, nor any document or
certificate delivered to Purchaser pursuant to this Agreement or in connection
with actions contemplated hereby, contains or shall contain any untrue
statement of material fact or omits or shall omit a material fact necessary
to make the statement contained therein not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF NETAMERICA AND ITS SHAREHOLDERS
4.01 Capitalization
Except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements or demands of any character relating to the
stock of NetAmerica owned by its Shareholders.
4.02 Organization and Authority.
(a) NetAmerica is a corporation duly organized, validly existing
and in good standing under the laws of the State of Washington, with all
requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as now being conducted, is duly
qualified and in good standing in every jurisdiction in which the property
owned, leased or operated by it, or the nature of the business conducted by
it, makes such qualification necessary to avoid material liability or material
interference in its business operations, and is not subject to any agreement,
commitment or understanding which restricts or may restrict the conduct of its
business in any jurisdiction or location.
(b) The outstanding shares of NetAmerica are legally and validly
issued, fully paid and non-assessable.
(c) NetAmerica does not own five percent (5%) or more of the
outstanding stock of any corporation except as listed on the Disclosure
Statement.
(d) The minute book of NetAmerica made available to Purchaser
contains complete and accurate records of all meetings and other corporate
actions of the shareholders and the Board of Directors (and any committee
thereof) of NetAmerica.
(e) The Disclosure Statement contains a list of the officers,
directors and shareholders of NetAmerica and copies of the articles of
incorporation and by-laws currently in effect of NetAmerica.
(f) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not, subject to the
approval and adoption by the Shareholders of NetAmerica, violate any provision
of the certificate/articles of incorporation or bylaws of NetAmerica, or any
provisions thereof, or result in the acceleration of any obligation under, any
mortgage, lien, lease, agreement, instrument, court order, arbitration award,
judgment or decree to which NetAmerica is a party, or by which it is bound,
and will not violate any other restriction of any kind or character to which
it is subject.
(g) The authorized capital stock of NetAmerica is 15,000,000 shares
of common stock, no par value, of which 2,578,524 shares of such stock will be
issued and outstanding at the time of closing.
4.03 Financials.
(a) A balance sheet, list of tangible assets, and list of payables
and receivables (hereafter "financial statements") of NetAmerica have been
delivered by NetAmerica to the Purchaser. Said financial statements are true
and correct in all material respects and present an accurate and complete
disclosure of the financial condition of NetAmerica as of its date and for the
periods covered.
(b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of NetAmerica shown on the books of account on the statement date and
as incurred in the normal course of business since that date, are collectible
in the normal course of business.
(c) NetAmerica has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the balance sheet as of the statement date except as disposed of
in the normal course of business, free and clear of any mortgage, lien,
pledge, charge, claim or encumbrance, except as shown on said balance sheet as
of the statement date and, in the case of real properties except for rights-of-
way and easements which do not adversely affect the use of such property.
(d) All currently used property and assets of NetAmerica, or in
which it has an interest, or which it has in possession, are in good operating
condition and repair subject only to ordinary wear and tear.
4.04 Changes Since the Statement Date. Since the financial statement
date, except as disclosed in the Disclosure Statement, there will not have been
any material negative change in the financial position or assets of NetAmerica.
4.05 Liabilities. There are no material liabilities of NetAmerica,
whether accrued, absolute, contingent or otherwise, which arose or relate to
any transaction of NetAmerica, its agents or servants occurring prior to the
statement date, which are notdisclosed by or reflected in said financial
statements, except as disclosed in the Disclosure Statement. There are no
such liabilities of NetAmerica which have arisen or relate to any transaction
of NetAmerica, its agents or servants, occurring since the statement date, other
than normal liabilities incurred in the normal conduct of the business of
NetAmerica, and none of which have a material adverse effect on the business
or financial condition of NetAmerica, except as disclosed in the Disclosure
Statement. As of the date hereof, there are no known circumstances,
conditions, happenings, events or arrangements, contractual or otherwise,
which may hereafter give rise to liabilities, except in the normal course of
business of NetAmerica, except as disclosed in the Disclosure Statement.
4.06 Taxes. All federal, province, county and local income, ad valorem,
excise, profits, franchise, occupation, property, sales, use gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid and
discharged as reported by NetAmerica, and there are no unpaid taxes which
are, or could become a lien on the properties and assets of NetAmerica,
except as provided for in the financial statements of their date, or have been
incurred in the normal course of business of NetAmerica since that date. All
tax returns of any kind required to be filed have been filed and the taxes paid
or accrued.
4.07 Accuracy of All Statements Made by NetAmerica. No representation or
warranty by NetAmerica and Shareholders in this Agreement, nor any statement,
certificate, schedule or exhibit hereto furnished or to be furnished by or on
behalf of the Shareholders pursuant to this Agreement, nor any document or
certificate delivered to Purchaser pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits or shall omit a material fact
necessary to make the statement contained therein not misleading.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants as follows:
5.01 Organization and Authority.
1 The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, with full power and
authority to enter into and perform the transactions contemplated by this
Agreement, and with all requisite corporate power and authority to own, operate
and lease its properties and to carry on its business as now being conducted,
is duly qualified and in good standing in every jurisdiction in which the
property owned, leased or operated by it, or the nature of the business
conducted by it, makes such qualification necessary to avoid material liability
or material interference in its business operations, and is not subject to
any agreement, commitment or understanding which restricts or may restrict the
conduct of its business in any jurisdiction or location.
(a) The outstanding shares of the Purchaser are legally and validly
issued, fully paid and non-assessable.
(b) The Purchaser does not own five percent (5%) or more of the
outstanding stock of any corporation, except as listed on the Disclosure
Statement.
(c) The minute book of the Purchaser made available to the
Companies and Shareholders contains complete and accurate records of all
meetings and other corporate actions of the shareholders and the Board of
Directors (and any committee thereof) of the Purchaser.
(d) The Disclosure Statement contains a list of the officers,
directors and shareholders of the Purchaser and copies of the articles of
incorporation and by-laws currently in effect of the Purchaser.
(e) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not violate any
provision of the certificate/articles of incorporation or bylaws of the
Purchaser, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court order,
arbitration award, judgment or decree to which the Purchaser is a party, or
by which it is bound, and will not violate any other restriction of any kind
or character to which it is subject.
(f) The authorized capital stock of the Purchaser is three hundred
million (300,000,000) shares of common stock, $.001 par value, of which ten
million(10,000,000) shares of such stock will be issued and outstanding at
the time of closing (inclusive of the shares issued pursuant to the
acquisition).
5.02 Performance of This Agreement. The execution and performance of this
Agreement and the issuance of stock contemplated hereby have been authorized
by the board of directors of Purchaser.
5.03 Financials.
(a) True copies of the financial statements of the Purchaser as of
December 31, 1997 have been completed and delivered by the Purchaser to the
Companies. These statements have been examined and certified by certified
public accountants. Interim financial statements for the period ended March
31, 1998 have also been provided. Said financial statements are true and
correct in all material respects and present an accurate and complete
disclosure of the financial condition and earnings of the Purchaser for the
periods covered, in accordance with generally accepted accounting principles
applied on a consistent basis.
(b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Purchaser shown on financial statement, and as incurred in the
normal course of business since that date, are collectible in the normal course
of business.
(c) The Purchaser has good and marketable title to all of its
assets, business and properties including, without limitation, all such
properties reflected in the aforementioned balance sheet, except as disposed of
in the normal course of business, free and clear of any mortgage, lien, pledge,
charge, claim or encumbrance, except as shown on said balance sheet, and, in
the case of real properties, except for rights-of-way and easements which do
not adversely affect the use of such property.
5.04 Changes Since Audit Date. Since the date of the financial
statements, except as disclosed in writing, there has not been any material
change in the financial position or assets of the Purchaser.
5.05 Accuracy of All Statements Made by Purchaser. No representation or
warranty by the Purchaser in this Agreement, nor any statement, certificate,
schedule or exhibit hereto furnished or to be furnished by the Purchaser
pursuant to this Agreement, nor any document or certificate delivered to the
Companies or the Shareholders pursuant to this Agreement or in connection
with actions contemplated hereby, contains or shall contain any untrue
statement of material fact or omits or shall omit a material fact necessary to
make the statement contained therein not misleading.
5.06 Legality of Shares to be Issued. The shares of preferred stock of
Purchaser to be delivered pursuant to this Agreement, when so delivered, will
have been duly and validly authorized and issued by Purchaser and will be
fully paid and nonassessable.
5.07 No Covenant as to Tax Consequences. It is expressly understood and
agreed that neither Purchaser nor its officers or agents has made any warranty
or agreement, expressed or implied, as to the tax consequences of the
transactions contemplated by this Agreement or the tax consequences of any
action pursuant to or growing out of this Agreement.
ARTICLE VI
COVENANTS OF SHAREHOLDERS
6.01 Access to Information. Purchaser and its authorized representatives
shall have full access during normal business hours to all properties, books,
records, contracts and documents of the Companies, and the Companies shall
furnish or cause to be furnished to Purchaser and its authorized representative
all information with respect to its affairs and business of the Companies as
Purchaser may reasonably request.
6.02 Actions Prior to Closing. From and after the date of this Agreement
and until
the closing date, the Companies shall not materially alter its business.
6.03 Limitation of Subsequent Corporate Actions. It is expressly
understood and agreed that the Companies, the Shareholders, and their
affiliates, will take all steps necessary to insure that for a period of
eighteen months there shall be no reverse split and the assets transferred
into the Purchaser shall remain in place as part of the business operations.
ARTICLE VII
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
Each and every obligation of Purchaser to be performed on the closing
date shall be subject to the satisfaction of the Purchaser of the following
conditions:
7.01 Truth of Representations and Warranties. The representations and
warranties made by the Companies and Shareholders in this Agreement or given
on its behalf hereunder shall be substantially accurate in all material
respects on and as of the closing date with the same effect as though such
representations and warranties had been made or given on and as of the
closing date.
7.02 Compliance with Covenants. Shareholders shall have performed and
complied with all obligations under this Agreement which are to be performed or
complied with by them prior to or on the closing date, including the delivery
of the closing documents specified hereafter.
7.03 Absence of Suit. No action, suit or proceedings before any court or
any governmental or regulatory authority shall have been commenced or threatened
and, no investigation by any governmental or regulatory authority shall have
been commenced, against the Shareholders, the Companies or any of the
affiliates, associates, officers or directors of any of them, seeking to
restrain, prevent or change the transactions contemplated hereby, or
questioning the validity or legality of any such transactions, or seeking
damages in connection with any of such transactions.
7.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.
7.05 No Material Adverse Change. As of the closing date there shall not
have occurred any material adverse change which materially impairs the ability
of the Companies to conduct its business or the earning power thereof on the
same basis as in the past.
7.06 Accuracy of Financial Statement. Purchaser and its representatives
shall be satisfied as to the accuracy of all balance sheets, statements of
income and other financial statements of the Companies furnished to Purchaser
herewith.
7.07 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as Purchaser may request shall have
been delivered to Purchaser. The Companies and the Shareholders shall have
delivered certificates in such detail as Purchaser may request as to
compliance with the conditions set forth in this Article.
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS
OF THE COMPANIES AND SHAREHOLDERS
Each and every obligation of the Companies and shareholders to be
performed on the closing date shall be subject to the satisfaction prior
thereto of the following conditions:
8.01 Truth of Representations and Warranties. The representations and
warranties of Purchaser contained in this Agreement shall be true at and as of
the closing date as though such representations and warranties were made at
and as of the transfer date.
8.02 Purchaser's Compliance with Covenants. Purchaser shall have
performed and complied with its obligations under this Agreement which are to
be performed or complied with by it prior to or on the closing date.
8.03 Absence of Suit. No action, suit or proceedings before any court or
any governmental or regulatory authority shall have been commenced or threatened
and, no investigation by any governmental or regulatory authority shall have
been commenced against Purchaser, or any of the affiliates, associates,
officers or directors of the Purchaser seeking to restrain, prevent or change
the transactions contemplated hereby, or questioning the validity or
legality of any such transactions, or seeking damages in connection with any
of such transactions.
8.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.
8.05 No Material Adverse Change. As of the closing date there shall not
have occurred any material adverse change which materially impairs the ability
of the Purchaser to conduct its business or the earning power thereof on the
same basis as in the past.
8.06 Accuracy of Financial Statements. The Companies and the
Shareholders shall be satisfied as to the accuracy of all balance sheets,
statements of income and other financial statements of the Purchaser furnished
to the Companies herewith.
8.07 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as the Companies may request shall
have been delivered to the Companies. The Purchaser shall have delivered
certificates in such detail as the Shareholders may request as to compliance
with the conditions set forth in this Article.
ARTICLE IX
INDEMNIFICATION
The Shareholders and the Companies shall indemnify Purchaser for any
loss, cost, expense or other damage suffered by Purchaser resulting from,
arising out of, or incurred with respect to the falsity or the breach of any
representation, warranty or covenant made by the Companies herein, and any
claims arising from the operations of the Companies prior to the closing
date. Purchaser shall indemnify and hold the Shareholders harmless from and
against any loss, cost, expense or other damage (including, without
limitation, attorneys' fees and expenses) resulting from, arising out of, or
incurred with respect to, or alleged to result from, arise out of or have
been incurred with respect to, the falsity or the breach of any
representation, covenant, warranty or agreement made by Purchaser herein.
ARTICLE X
SECURITY ACT PROVISIONS
10.1 Restrictions on Disposition of Shares. Shareholders covenant and
warrant that the shares received are acquired for their own accounts and not
with the present view towards the distribution thereof and will not dispose of
such shares except (i) pursuant to an effective registration statement under
the Securities Act of 1933, as amended, or (ii) in any other transaction which,
in the opinion of counsel, acceptable to Purchaser, is exempt from
registration under the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. In order to
effectuate the covenants of this sub-section, an appropriate endorsement will
be placed upon each of the certificates of preferred stock of the Purchaser
at the time of distribution of such shares pursuant to this Agreement, and
stop transfer instructions shall be placed with the transfer agent for the
securities.
10.02 Notice of Limitation Upon Disposition. Each Shareholder is
aware that the shares distributed pursuant to this Agreement will not have been
registered pursuant to the Securities Act of 1933, as amended; and, therefore,
under current interpretations and applicable rules, the shareholder will
probably have to retain such shares for a period of at least one year and
at the expiration of such one year period sales may be confined to
brokerage transactions of limited amounts requiring certain notification
filings with the Securities and Exchange Commission and such disposition may
be available only if the Purchaser is current in its filings with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, or other public disclosure requirements, and the other limitations
imposed thereby on the disposition of shares of the Purchaser. Additionally,
"affiliates" owning shares will be subject to additional restrictions
limiting sales.
10.03 Limited Public Market for Common Shares. Each Shareholder
acknowledges that the common shares being issued pursuant to this agreement
currently has a limited public market in which the shares may be liquidated
and there is no assurance that such pubic market will grow or develop.
ARTICLE XI
CLOSING
11.01 Time. The closing of this transaction ("closing") shall be
effective September 22, 1998. Such date is referred to in this agreement as
the "closing date."
11.02 Documents To Be Delivered by Shareholders. At the closing
Shareholders shall deliver to Purchaser the following documents:
(a) Certificates or assignments for all shares of stock of the
Companies in the manner and form required by sub-section 1.01 hereof.
(b) A certificate signed by the Management of the Companies that the
representations and warranties made by the Companies in this Agreement are
true and correct on and as of the closing date with the same effect as though
such representations and warranties had been made on or given on and as of the
closing date and that Shareholders have performed and complied with all of
their obligations under this Agreement which are to be performed or complied
with by or prior to or on the closing date.
(c) A copy of the by-laws of the Companies certified by its
secretary and a copy of the certificate of incorporation of the Companies
certified by the secretary of state.
(d) Certificates or letters from Shareholders evidencing the taking
of the shares in accordance with the provisions of this agreement and their
understanding of the restrictions thereunder.
(e) Such other documents of transfer, certificates of authority and
other documents as Purchaser may reasonably request.
11.03 Documents To Be Delivered by Purchaser. At the closing
Purchaser shall deliver to Shareholders the following documents:
(a) Certificates for the number of shares of common stock of
Purchaser as determined in Article 1 hereof.
(b) A certified copy of the duly adopted resolutions of the board
of directors of Purchaser authorizing or ratifying the execution and
performance of this Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.
ARTICLE XII
TERMINATION AND ABANDONMENT
This Agreement may be terminated and the transaction provided for by this
Agreement may be abandoned without liability on the part of any part to any
other, at any time before the closing date, or on a post closing basis as
provided previously herein:
(a) By mutual consent of Purchaser and the Shareholders;
(b) By Purchaser if any of the conditions provided for in Article 7
of this Agreement have not been met and have not been waived in writing by
Purchaser.
(c) By the Companies if any of the conditions provided for in
Article 8 of this Agreement have not been met and have not been waived in
writing by the Companies.
In the event of termination and abandonment by any party as above
provided in this Article, written notice shall forthwith be given to the other
party, and each party shall pay its own expenses incident to preparation for
the consummation of this Agreement and the transactions contemplated hereunder.
ARTICLE XIII
MISCELLANEOUS
13.01 Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given, if delivered
by hand or mailed, certified or registered mail with postage prepaid:
(a) If to PolarCap or its shareholders, to Douglas C. Cole at 1896
School Street, Moraga, CA 94556, or to such other person and place as PolarCap
and its shareholders shall furnish to Purchaser in writing;
If to NetAmerica, Inc., or its shareholders, to Gregoary Martin
at 616 First Street, Suite 400, Seattle, Washington, or to such other person and
place as NetAmerica and its shareholders shall furnish to Purchaser in writing
(b) If to Purchaser, to Nathan W. Drage at 4505 South Wasatch
Blvd., Suite 330, Salt Lake City, Utah 84124, or to such other person and
place as Purchaser shall furnish to Company in writing.
13.02 Announcements. Announcements concerning the transactions
provided for in this Agreement by either the Companies or Purchaser shall be
subject to the approval of the other in all essential respects, except that
the approval of the Companies shall not be required as to any statements and
other information which Purchaser may submit to its shareholders.
13.03 Default. Should any party to this Agreement default in any of
the covenants, conditions, or promises contained herein, the defaulting party
shall pay all costs and expenses, including a reasonable attorney's fee, which
may arise or accrue from enforcing this Agreement, or in pursuing any remedy
provided hereunder or by the statutes of the State of Utah, United States of
America.
13.04 Assignment. This Agreement may not be assigned in whole or in
part by the parties hereto without the prior written consent of the other party
or parties, which consent shall not be unreasonably withheld.
13.05 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their successors and
assigns.
13.06 Holidays. If any obligation or act required to be performed
hereunder shall fall due on a Saturday, Sunday or other day which is a legal
holiday established by the State of Utah, such obligation or act may be
performed on the next succeeding business day with the same effect as if it
had been performed upon the day appointed.
13.07 Computation of Time. The time in which any obligation or act
provided by this Agreement is to be performed is computed by excluding the
first day and including the last, unless the last day is a holiday, in which
event such day shall also be excluded.
13.08 Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the Sate of Utah. Any action to enforce
the provisions of this Agreement shall be brought in a court of competent
jurisdiction within the State of Utah and in no other place.
13.09 Partial Invalidity. If any term, covenant, condition or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant, condition
or provision of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.
13.10 No Other Agreements. This Agreement constitutes the entire
Agreement between the parties and there are and will be no oral
representations whichwill be binding upon any of the parties hereto.
13.11 Rights are Cumulative. The rights and remedies granted
hereunder shall be in addition to and cumulative of any other rights or
remedies provided under the laws of the State of Utah.
13.12 Waiver. No delay or failure in the exercise of any power or
right shall operate as a waiver thereof or as an acquiescence in default. No
single or partial exercise of any power or right hereunder shall preclude
any other or further exercise thereof or the exercise of any other power or
right.
13.13 Survival of Covenants, Etc. All covenants, representations,
and warranties made herein to any parties or in any statement or document
delivered to any party hereto, shall survive the making of this Agreement and
shall remain in full force and effect until the obligations of such party
hereunder have been fully satisfied.
13.14 Further Action. The parties hereto agree to execute and
deliver such additional documents and to take such other and further action as
may be required to carry out fully the transaction(s) contemplated herein.
13.15 Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is sought.
13.16 Headings. The descriptive headings of the various Sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
13.17 Counterparts. This agreement may be executed in two or more
partially or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument, provided that Purchaser shall
have no obligations hereunder until all Shareholders have become signatories
hereto.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
Agreement effective the 22nd day of September, 1998.
VENTURE WORLD, LTD.
By /s/ Douglas Cole
Douglas Cole, President
COMPANIES: POLARCAP, INC.
By /s/ Douglas Cole
Douglas Cole, President
NETAMERICA, INC.
By /s/ Gregory K. Martin
Gregory K Martin, President
SHAREHOLDERS:
NETAMERICA, INC.
____________________________ ________________________
POLARCAP, INC.
____________________________ ________________________
SCHEDULE A
Name Shares To Be Purchased
Total ______________
SCHEDULE B
Name Shares To Be Issued
Total ________________
