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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 19, 1999
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Date of Report (Date of earliest event reported)
eVENTURES GROUP, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 33-19435 75-2233445
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
ONE EVERTRUST PLAZA, 8TH FLOOR, JERSEY CITY, NEW JERSEY 07302
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(Address of principal executive offices) (Zip Code)
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201-200-5515
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(Registrant's telephone number, including area code)
ADINA, INC., 6959 ARAPAHO ROAD, SUITE 122, DALLAS, TEXAS 75248
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. ACQUISITION AND DISPOSITION OF ASSETS
On October 19, 1999, our Company, eVentures Group, Inc., consummated
the acquisition of approximately 1/3 of the outstanding shares of e.Volve
Technology Group, Inc. ("e.Volve"), as a result of which e.Volve became a
wholly-owned subsidiary of our Company. The other two-thirds interest in e.Volve
was acquired by our Company on September 22, 1999 pursuant to the terms of an
Agreement and Plan of Reorganization dated as of September 22, 1999. The
acquisition of the remaining approximate 1/3 equity interest of e.Volve was
consummated pursuant to an Agreement and Plan of Exchange dated as of October
19, 1999 (the "Exchange Agreement"). At the closing of the Exchange Agreement,
we issued to the former shareholders of e.Volve an aggregate of 5,831,253
shares. We determined the number of shares to be issued to each participant in
the acquisition after considering the value of the interests exchanged and
arms'-length negotiations with the shareholders of e.Volve.
e.Volve is an emerging facilities-based communications company building
an international IP (Internet Protocol) and ATM (Asynchronous Transfer Mode)
Network capable of compressing voice, video and data transmissions at rates of
up to 8 times greater than more conventional methods. e.Volve's technology
focuses on the convergence of the transmission of voice, video and data over the
public Internet and private Intranets.
Our operating businesses currently consist of the business of AxisTel
Communications, Inc., ("AxisTel") and e.Volve. We also own a 17% interest in
i2v2.com (also known as PhoneFree), which develops and markets an Internet
telephony product and web site called "PhoneFree." The business of AxisTel and
i2v2.com and our acquisition of interests in these companies are more fully
described in our Current Report on Form 8-K dated September 22, 1999.
In addition to our operating businesses, we intend to make strategic,
early stage investments in start-up companies that are developing Internet-based
businesses that are positioned to take advantage of next-generation networks and
services and the growth of the Internet as a medium for communications, commerce
and the provision of information. In making these investments, we intend to
provide (in addition to capital) operational assistance and strategic
partnerships, primarily from our personnel and operating companies. Our first
venture capital investment was in i2v2.com.
We have made forward-looking statements in this Report that are subject
to risks and uncertainties. These statements generally include the words
"believe," "expect," "anticipate," "intend," "estimate" or similar expressions.
These statements reflect our current views with respect to future events that
are subject to certain risks, uncertainties and assumptions, including without
limitation any statements regarding the following: market opportunities,
strategies, competition, expected activities, additional financing, strategic
alliances and projected expenditures. If one or more of these risks or
uncertainties materialize, or should our assumptions prove incorrect, actual
results may vary materially from those described in this Report. We cannot
assure our investors that the anticipated results will occur, that these
judgments or assumptions will prove correct or that unforeseen developments will
not occur.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
As permitted by Form 8-K, the required historical financial information
statements required by Regulation S-X will be filed by an amendment to this Form
8-K no later than January 3, 2000.
(b) Pro forma Financial Information
As permitted by Form 8-K, the required pro forma financial information
statements required by Regulation S-X will be filed by an amendment to this Form
8-K no later than January 3, 2000.
(c) Exhibits.
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2.1 Agreement and Plan of Exchange among eVentures
Group, Inc., and certain other persons dated
October 19, 1999
99.1 Press Release dated October 20, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: November 3, 1999
eVENTURES GROUP, INC.
By: /s/ Barrett Wissman
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Name: Barrett Wissman
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Its: President
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INDEX TO EXHIBITS
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Exhibit
Number Description
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2.1 Agreement and Plan of Exchange among eVentures Group, Inc.,
and certain other persons dated October 19, 1999
99.1 Press Release dated October 20, 1999
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EXHIBIT 2.1
AGREEMENT AND PLAN OF EXCHANGE
AMONG
eVENTURES GROUP, INC.,
AND
THE CONTRIBUTING PERSONS LISTED ON SCHEDULE 1 HERETO
OCTOBER 19, 1999
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TABLE OF CONTENTS
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Page
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ARTICLE I. DEFINITIONS..........................................................................................1
ARTICLE II. THE EXCHANGE........................................................................................2
2.1. Exchange of Shares..................................................................................2
2.2. Securities Law Matters..............................................................................2
ARTICLE III. REPRESENTATIONS AND WARRANTIES.....................................................................3
3.1. Representations and Warranties of eVentures.........................................................3
3.1.1. Organization of eVentures and Merger Sub.................................................3
3.1.2. Capitalization...........................................................................3
3.1.3. Authority Relative to the Closing Documents..............................................3
3.2. Representations and Warranties of Contributing Persons..............................................3
3.2.1. Authorization............................................................................3
3.2.2. Title to Assets..........................................................................3
3.2.3. No Other Interests.......................................................................3
3.2.4. Disclosure Letter........................................................................3
ARTICLE IV. ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES..................................................3
4.1. Filing with Securities and Exchange Commission......................................................4
4.2. Brokers or Finders..................................................................................4
4.3. Termination of Stockholders Agreement...............................................................4
ARTICLE V. CLOSING DELIVERIES...................................................................................4
5.1. The Closing.........................................................................................4
5.2. Deliveries by eVentures.............................................................................4
5.2.1. Certified Resolutions....................................................................4
5.2.2. Charter Documents........................................................................4
5.2.3. Addendum to Registration Rights Agreement................................................4
5.2.4. Exchange Shares..........................................................................4
5.3. Deliveries by Contributing Persons.........................................................4
5.3.1. Corporate Approvals......................................................................4
5.3.2. Contributing Persons' Stock..............................................................5
5.3.3. Investment Letter........................................................................5
5.3.4. Letter of Transmittal....................................................................5
5.3.5. Addendum to Registration Rights Agreement................................................5
5.3.6. Termination of Stockholders Agreement....................................................5
5.3.7. e.Volve Options..........................................................................5
5.3.8. Escrow Letter............................................................................5
5.4. Other Deliveries....................................................................................5
5.4.1. Payments to Robert Michel................................................................5
5.4.2. Life Insurance Policy of Kerry Rogers....................................................5
5.4.3. Payments to Carl Lovell..................................................................5
5.4.4. Payments to Lawrence Johnson.............................................................6
5.4.5. Payments to Bruce Voss...................................................................6
5.4.5. Remaining Agreements Unaltered...........................................................6
ARTICLE VI. SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATION.....................................................6
6.1. Representations to Survive Closing..................................................................6
6.2. Remedies Cumulative.................................................................................6
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AGREEMENT AND PLAN OF EXCHANGE - PAGE i
eVENTURES GROUP, INC.
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ARTICLE VII. MISCELLANEOUS......................................................................................6
7.1. Notices.............................................................................................6
7.2. Assignability and Parties in Interest...............................................................7
7.3. Expenses............................................................................................7
7.4. Governing Law.......................................................................................7
7.5. Counterparts........................................................................................7
7.6. Headings............................................................................................7
7.7. Pronouns, Etc.......................................................................................7
7.8. Complete Agreement..................................................................................7
7.9. Modifications, Amendments and Waivers...............................................................7
7.10. Severability.......................................................................................7
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APPENDICES
DESCRIPTION
Appendix A Letter of Transmittal
Appendix B Investment Letter
Appendix C Registration Rights Agreement
Appendix D Termination of Stockholders Agreement
Appendix E Escrow Letter
SCHEDULES
DESCRIPTION
Schedule 1 List of Contributing Persons; Contributed Assets and
Share Allocations
Schedule 5.4.1 List of Contracts Guaranteed by Robert Michel
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AGREEMENT AND PLAN OF EXCHANGE - PAGE ii
eVENTURES GROUP, INC.
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AGREEMENT AND PLAN OF EXCHANGE
THIS AGREEMENT AND PLAN OF EXCHANGE ("AGREEMENT") has been made and
entered into as of this 19th day of October, 1999, among eVENTURES GROUP, INC.,
a Delaware corporation ("eVENTURES"), and the persons listed on Schedule 1 to
this Agreement (collectively referred to as the "CONTRIBUTING PERSONS," whether
one or more).
R E C I T A L S:
A. The parties hereto desire to effect an exchange (the "EXCHANGE")
pursuant to which the Contributing Persons will sell or contribute to eVentures
securities in e.Volve Technology Group, Inc., a Nevada corporation formerly
known as Orix Global Communications, Inc. ("e.VOLVE"), in exchange for the
number of shares of common stock of eVentures, par value $0.00002 per share (the
"eVENTURES STOCK"), to be issued by eVentures as set forth in Schedule 1
attached hereto.
B. The respective Boards of Directors of eVentures and each
Contributing Person that is a corporation or limited liability company have
determined that it is in the best interests of each entity and its respective
stockholders or members that the Exchange be consummated in the manner and on
the terms and conditions set forth herein.
C. The parties desire to effectuate the Exchange as a tax free
reorganization for United States federal income tax purposes.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto agree as follows and do thereby adopt this
Agreement.
ARTICLE I.
DEFINITIONS
The terms defined in this Article (except as otherwise expressly
provided in this Agreement) for all purposes of this Agreement shall have the
respective meanings specified in this Article.
"ADDENDUM TO REGISTRATION RIGHTS AGREEMENT" shall mean the Addendum to
Registration Rights Agreement in the form attached hereto as Appendix C.
"AGREEMENT" shall mean this Agreement, and all the exhibits, schedules
and other documents attached to or referred to in the Agreement, and all
amendments and supplements, if any, to this Agreement.
"CLOSING" shall mean the meeting of the parties at which the Closing
Documents shall be exchanged by the parties, except for those documents or other
items specifically required to be exchanged at a later time.
"CLOSING DATE" shall mean such date as agreed in writing to by the
parties on which the Closing occurs.
"CLOSING DOCUMENTS" shall mean the papers, instruments and documents
required to be executed and delivered at the Closing pursuant to this Agreement.
"ENCUMBRANCE" shall mean any charge, claim, encumbrance, community
property interest, condition, equitable interest, lien, option, pledge, security
interest, right of first refusal, or restriction of any kind, including any
restriction on use, voting (in the case of any security), transfer, receipt of
income, or exercise of any other attribute of ownership other than (a) liens for
taxes not yet due and payable, or (b) liens that secure the ownership interests
of lessors of equipment.
"e.VOLVE COMMON STOCK" shall mean the shares of common stock of
e.Volve.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 1
eVENTURES GROUP, INC.
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"INVESTMENT LETTER" shall mean the investment letter in the form
attached hereto as Appendix B.
"LETTER OF TRANSMITTAL" shall mean a letter of transmittal in the form
attached hereto as Appendix A.
"SEC" shall mean the Securities and Exchange Commission.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
Terms Defined in Other Sections. The following terms are defined
elsewhere in this Agreement in the following Sections:
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Term Section
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Contributing Persons............................ Introduction
Contributing Persons' Stock..................... 2.1
eVentures....................................... Introduction
eVentures Stock................................. Recitals
e.Volve......................................... Recitals
Exchange........................................ Recitals
Regulation D.................................... 2.2
Stockholders Agreement.......................... 4.3
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ARTICLE II.
THE EXCHANGE
2.1. EXCHANGE OF SHARES. Subject to the terms and conditions of the
Closing Documents, the Contributing Persons hereby sell, transfer and deliver to
eVentures, to the extent owned by such Contributing Person, and eVentures hereby
purchases and accepts, all of the capital stock described in Schedule 1
(collectively, the "CONTRIBUTING PERSONS' STOCK"), in exchange for the number of
shares of eVentures Stock set forth in Schedule 1 attached hereto.
2.2. SECURITIES LAW MATTERS. Each Contributing Person understands that
the eVentures Stock to be issued and delivered to them pursuant to terms of this
Agreement or the Exchange will not be registered under the Securities Act but
will be issued in reliance upon the exemption afforded by Section 4(2) of the
Securities Act and/or Regulation D promulgated by the SEC thereunder
("REGULATION D"), and that eVentures is relying upon the truth and accuracy of
the representations set forth in the Investment Letter delivered concurrently
with the execution of this Agreement. Each certificate of eVentures Stock issued
to each Contributing Person pursuant to terms of this Agreement shall bear the
following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION
OF COUNSEL ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS
EXEMPT FROM REGISTRATION. FURTHER, THE SHARES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE SOLD UNDER RULE 144 PRIOR TO
SEPTEMBER 21, 2001 OTHER THAN IN COMPLIANCE WITH THE
REGISTRATION RIGHTS AGREEMENT DATED SEPTEMBER 22, 1999.
eVentures shall give instructions to its transfer agent consistent with
the foregoing legend.
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 2
eVENTURES GROUP, INC.
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ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. REPRESENTATIONS AND WARRANTIES OF EVENTURES. eVentures hereby
represents and warrants to the Contributing Persons that:
3.1.1. Organization of eVentures. eVentures is duly organized,
validly existing, and in good standing under the laws of the state of
Delaware and has all requisite corporate power, franchises, and
licenses to own its property and conduct the business in which it is
engaged. eVentures has the full corporate power and authority to
execute, deliver and perform its respective obligations under this
Agreement and the Closing Agreements to which it is a party.
3.1.2. Capitalization. eVentures has an authorized capital stock
consisting of 75,000,000 shares of common stock, par value $0.00002 per
share, of which 39,426,610 shares are issued and outstanding, and
5,000,000 shares of preferred stock, of which 1,000 shares have been
designated as Series A Convertible Preferred Stock and are issued and
outstanding. All of the shares of eVentures Stock have been validly
issued, fully paid, are non-assessable, and were issued in compliance
with any preemptive or similar rights and in compliance with applicable
federal and state securities laws.
3.1.3. Authority Relative to the Closing Documents. eVentures has
the requisite corporate power and authority to execute and deliver the
Closing Documents and to consummate the Exchange. The execution and
delivery of the Closing Documents by eVentures and the consummation by
eVentures of the Exchange have been duly authorized by the Board of
Directors of eVentures. No other corporate action on the part of
eVentures is necessary to authorize the execution and delivery by
eVentures of the Closing Documents or the consummation of the Exchange.
3.2. REPRESENTATIONS AND WARRANTIES OF CONTRIBUTING PERSON. Each
Contributing Person on his or its own behalf, but not on behalf of the other
Contribution Persons, hereby represents and warrants to eVentures that:
3.2.1. Authorization. Each of the Contributing Persons has the
requisite power and authority to execute and deliver the Closing
Documents and to consummate the transactions.
3.2.2. Title to Stock. Each Contributing Person has good and
marketable title in and to the Contributing Person's Stock owned by
each respective Contributing Person, free and clear of any Encumbrance.
3.2.3. No Other Interests. For each Contributing Person, the
Contributing Person's Stock includes all of the equity interests in, or
options or other rights to acquire equity interests in, e.Volve held by
such Contributing Person.
3.2.4. Disclosure Letter. Each Contributing Person has reviewed
and had the opportunity to discuss with his or her advisors the
Exchange and the Disclosure Letter and other materials attached to the
Investment Letter.
ARTICLE IV.
ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES
4.1. FILING WITH SECURITIES AND EXCHANGE COMMISSION. The parties
recognize that eVentures may report the Exchange to the SEC on Form 8-K, and
agree to cooperate in the preparation and filing of such report or any other
filings to be filed with the SEC.
4.2. BROKERS OR FINDERS. Each party agrees to hold the others harmless
and to indemnify them against the claims of any persons or entities claiming to
be entitled to any brokerage commission, finder's fee, advisory fee
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 3
eVENTURES GROUP, INC.
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or like payment from such other party based upon actions of the indemnifying
party in connection with the Exchange.
4.3. TERMINATION OF STOCKHOLDERS AGREEMENT. Each party acknowledges
that, preceding the consummation of the Exchange, that certain Stockholders
Agreement dated June 11, 1998 (as amended or extended, the "STOCKHOLDERS
AGREEMENT") by and among e.Volve and various purchasers was terminated and
certain of the Contributing Persons transferred a portion of their shares of
capital stock of e.Volve to other Contributing Persons who are parties to this
Agreement for cash consideration.
ARTICLE V.
CLOSING DELIVERIES
5.1. THE CLOSING. The Closing shall take place upon the execution of
this Agreement by all parties and the delivery of the items to be delivered at
Closing by each party hereto (unless such delivery has been waived by the
party(ies) to have received such closing item), at the offices of Arter & Hadden
LLP, 1717 Main Street, Suite 4100, Dallas, Texas 75201.
5.2. DELIVERIES BY eVENTURES. eVentures hereby delivers to the
Contributing Persons, as applicable, the following items:
5.2.1. Certified Resolutions. Copies of the resolutions, certified
by the Secretary or an Assistant Secretary of eVentures, as applicable,
dated on or before the date hereof of the Board of Directors of
eVentures authorizing the execution of this Agreement and the
consummation of the transactions and other acts contemplated by this
Agreement.
5.2.2. Charter Documents. Copies of (a) the Certificate of
Incorporation of eVentures (as amended), certified by the Secretary of
State of the State of Delaware, (b) the Amended and Restated Bylaws of
eVentures, certified by the Secretary or an Assistant Secretary of
eVentures and (c) good standing certificates and certificates of
existence from the Secretary of State of the State of Delaware,
evidencing that eVentures is in existence and in good standing under
the laws of the State of Delaware.
5.2.3. Addendum to Registration Rights Agreement. The Addendum to
Registration Rights Agreement in the form attached as Appendix C,
executed by eVentures.
5.2.4. Exchange Shares. The number of shares of eVentures Stock to
be issued to such Contributing Person as set forth in Schedule 1, upon
the delivery of the consideration to be provided by such Contributing
Person set forth in Schedule 1.
5.3. DELIVERIES BY CONTRIBUTING PERSONS. Each Contributing Person
hereby delivers to eVentures the following items:
5.3.1. Corporate Approvals. Copies of the resolutions of the Board
of Directors of each Purchaser that is a corporation, dated on or
before the date hereof, authorizing the execution, delivery and
performance of this Agreement and the transactions contemplated in
connection therewith, in each case certified by the Secretary or an
Assistant Secretary of each such Contributing Person.
5.3.2. Contributing Persons' Stock. The Contributing Persons'
Stock to be contributed by each Contributing Person as set forth on
Schedule 1 attached hereto, together with the certificate evidencing
such security and stock powers, duly endorsed, by each Contributing
Person.
5.3.3. Investment Letter. An Investment Letter executed by each
Contributing Person.
5.3.4. Letter of Transmittal. A Letter of Transmittal executed by
each Contributing Person.
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 4
eVENTURES GROUP, INC.
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5.3.5. Addendum to Registration Rights Agreement. An Addendum to
Registration Rights Agreement executed by each Contributing Person.
5.3.6. Termination of Stockholders Agreement. A Termination of
Stockholders Agreement, in the form attached on Appendix D, executed by
each Contributing Person.
5.3.7. e.Volve Options. The Contributing Persons hereby agree that
all option plans and convertible securities of e.Volve that remain
unexercised as of the date hereof shall be terminated without any
liability to e.Volve or eVentures or their respective directors,
officers, agents or other representatives.
5.3.8. Escrow Letter. An Escrow Letter in the form attached hereto
as Appendix E executed by each Contributing Person.
5.4. OTHER DELIVERIES. In connection with the Exchange, eVentures shall
deliver the following items to the following persons:
5.4.1. Payments to Robert Michel. To Robert Michel, the sum of
$75,000 as complete settlement of any and all existing or future
obligations of e.Volve to him under his employment agreement with
e.Volve, other than unreimbursed expense amounts approved by management
of eVentures incurred in the ordinary course of business through
September 30, 1999; provided that the non-competition provisions of the
employment agreement of Robert Michel will continue for the term of the
employment agreement as if the same had not been prepaid. In addition,
eVentures will indemnify and hold Robert Michel harmless from any loss
associated with any contract or agreement of e.Volve that he has
personally guaranteed and which is listed on Schedule 5.4.1, except to
the extent such losses have been caused by or resulted from Robert
Michel's intentional acts or gross negligence.
5.4.2. Life Insurance Policy of Kerry Rogers. The key-man life
insurance policies (including the ability to designate a new
beneficiary) on the life of Kerry Rogers is hereby assigned to him
(along with the requirement or obligation to pay future premiums, which
Kerry Rogers hereby assumes). eVentures will execute any additional
documents necessary to effect this assignment.
5.4.3. Payments to Carl Lovell. To Carl Lovell, up to $175,000 in
payment of amounts due and owing to him for legal fees from e.Volve,
which Carl Lovell hereby represents and warrants satisfies all
financial obligations owed by e.Volve to him. By his acceptance of this
payment and the execution of this Agreement, Carl Lovell acknowledges
and agrees that he is not entitled to receive any stock of e.Volve or
eVentures (for past or future services rendered to e.Volve or
eVentures).
5.4.4. Payments to Lawrence Johnson. To Lawrence Johnson, up to
$25,000 representing the amount of all past due legal fees owed by
e.Volve to Lawrence Johnson. By his acceptance of this payment and the
execution of this Agreement, Lawrence Johnson hereby represents and
warrants that this payment satisfies all obligations owed by e.Volve to
him.
5.4.5. Payments to Bruce Voss. To Bruce Voss, the sum of $75,000
as complete settlement of any and all existing or future obligations of
e.Volve to him under his employment agreement with e.Volve, other than
unreimbursed expense amounts approved by management of eVentures
incurred in the ordinary course of business through September 30, 1999;
provided that the non-competition provisions of the employment
agreement of Bruce Voss will continue for the term of the employment
agreement as if the same had not been prepaid.
5.4.6. Remaining Agreements Unaltered. Except as specifically
provided herein, all other consulting and employment agreements and
arrangements between e.Volve and any Contributing Person shall remain
unaltered and in full force and effect (except for the termination of
all stock option grants as specified in Section 5.3.7 above).
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 5
eVENTURES GROUP, INC.
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ARTICLE VI.
SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATION
6.1. REPRESENTATIONS TO SURVIVE CLOSING. The representations and
warranties of eVentures and each Contributing Person contained herein or in any
document furnished pursuant hereto shall survive the Closing of the Exchange.
Each party acknowledges and agrees that, except as expressly set forth in this
Agreement or any Closing Document, no party has made (and no party is relying
on) any representation or warranties of any nature, express or implied,
regarding any or relating to any of the transactions contemplated by this
Agreement.
6.2. REMEDIES CUMULATIVE. Persons or entities entitled to
indemnification hereunder shall be entitled to such indemnification from time to
time and shall be entitled to rely upon one or more provisions of this Agreement
without waiving its right to rely upon any other provisions at the same time or
any other time.
ARTICLE VII.
MISCELLANEOUS
7.1. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed delivered if delivered by
hand, by telecopier, by courier or mailed by certified or registered mail,
postage prepaid, addressed as follows:
IF TO eVENTURES:
eVentures Group, Inc.
Attn: Stuart Chasanoff
1601 Elm Street, Suite 4000
Dallas, Texas 75201
Tel: 214-720-160
Fax No.: 214-720-1612
with copy to:
Arter & Hadden LLP
Attn: Victor B. Zanetti, Esq.
1717 Main Street, Suite 4100
Dallas, Texas 75201
Fax No.: 214.741.7139
IF TO THE CONTRIBUTING PERSONS:
To the address set forth below each Contributing Person's name on
Schedule 1 hereto.
7.2. ASSIGNABILITY AND PARTIES IN INTEREST. This Agreement shall not be
assignable by any of the parties hereto without the consent of all other parties
hereto. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing in this Agreement is
intended to confer, expressly or by implication, upon any other person any
rights or remedies under or by reason of this Agreement.
7.3. EXPENSES. Each party shall, except as otherwise specifically
provided, bear its own expenses and costs, including the fees of any attorney
retained by it, incurred in connection with the preparation of the Closing
Documents and consummation of the Exchange.
7.4. GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Texas. Each of the
parties hereto consents to the personal jurisdiction of the federal and state
courts in the State of Texas in connection with any action arising under or
brought with respect to this Agreement.
7.5. COUNTERPARTS. This Agreement may be executed as of the same
effective date in one or more counterparts, each of which shall be deemed an
original.
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eVENTURES GROUP, INC.
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7.6. HEADINGS. The headings and subheadings contained in this Agreement
are included solely for ease of reference, and are not intended to give a full
description of the contents of any particular Section and shall not be given any
weight whatever in interpreting any provision of this Agreement.
7.7. PRONOUNS, ETC. Use of male, female and neuter pronouns in the
singular or plural shall be understood to include each of the other pronouns as
the context requires. The word "and" includes the word "or." The word "or" is
disjunctive, but not necessarily exclusive.
7.8. COMPLETE AGREEMENT. This Agreement, the Appendices and Schedules
hereto, and the documents delivered pursuant hereto or referred to herein or
therein contain the entire agreement between the parties with respect to the
Exchange and, except as provided herein, supersede all previous negotiations,
commitments and writings.
7.9. MODIFICATIONS, AMENDMENTS AND WAIVERS. This Agreement shall not be
modified or amended except by a writing signed by each of the parties hereto.
7.10. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal, or incapable of being enforced by any rule of law or public
policy, all other terms and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the Exchange is not affected in any manner adverse to any party hereto. Upon any
such determination that any term or other provision is invalid, illegal, or
incapable of being enforced, the parties hereto will negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in any acceptable manner to the end that the Exchange is
consummated to the extent possible.
[SIGNATURE PAGES FOLLOWS]
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF EXCHANGE - PAGE 7
eVENTURES GROUP, INC.
<PAGE> 11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
eVENTURES GROUP, INC.
By: /s/ Barrett Wissman
----------------------------------------------
Name: BARRETT WISSMAN
--------------------------------------------
Title: President
-------------------------------------------
Executed by the following persons for the purposes of confirming the
agreements set forth in Section 5.4:
/s/ Robert Michel
- -----------------------------------
ROBERT MICHEL
/s/ Kerry Rogers
- -----------------------------------
KERRY ROGERS
/s/Carl Lovell....
- -----------------------------------
CARL LOVELL
/s/ Lawrence Johnson
- -----------------------------------
LAWRENCE JOHNSON
/s/ Bruce Voss
- -----------------------------------
BRUCE VOSS
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF EXCHANGE - PAGE 8
eVENTURES GROUP, INC.
<PAGE> 12
SIGNATURE PAGE TO AGREEMENT AND PLAN OF EXCHANGE BY AND AMONG eVENTURES GROUP,
INC. AND THE CONTRIBUTING PERSONS LISTED ON SCHEDULE 1 HERETO
CONTRIBUTING PERSONS:
/s/ Kerry Rogers
--------------------------------------------------
Name: KERRY ROGERS
---------------------------------------------
/s/ Jack Higgins
--------------------------------------------------
Name: Jack Higgins
---------------------------------------------
/s/ Robert Michel
--------------------------------------------------
Name: ROBERT MICHEL
---------------------------------------------
/s/ Bruce Voss
--------------------------------------------------
Name: BRUCE VOSS
---------------------------------------------
/s/ Eckley M. Keach
--------------------------------------------------
Name: ECKLEY M. KEACH
---------------------------------------------
/s/ Richard M. Weese
--------------------------------------------------
Name: Richard M. Weese
---------------------------------------------
/s/ Neal Matthews
--------------------------------------------------
Name: NEAL MATTHEWS
---------------------------------------------
/s/ Carl Lovell
--------------------------------------------------
Name: CARL LOVELL
---------------------------------------------
/s/ Susan Trimboli
--------------------------------------------------
Name: SUSAN TRIMBOLI
---------------------------------------------
/s/ Oscar Goodman
--------------------------------------------------
Name: OSCAR GOODMAN
---------------------------------------------
/s/ Lawrence Johnson
--------------------------------------------------
Name: LAWRENCE JOHNSON
---------------------------------------------
/s/ Trevor L. Huffard
--------------------------------------------------
Name: TREVOR L. HUFFARD
---------------------------------------------
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF EXCHANGE - PAGE 9
eVENTURES GROUP, INC.
<PAGE> 13
/s/ Jeff Samsen
--------------------------------------------------
Name: JEFF SAMSEN
---------------------------------------------
/s/ Elliott Broidy
--------------------------------------------------
Name: ELLIOTT BROIDY
---------------------------------------------
/s/ Martina Quaglia
--------------------------------------------------
Name: MARTINA QUAGLIA
---------------------------------------------
/s/ Robert Torricelli
--------------------------------------------------
Name: ROBERT TORRICELLI
---------------------------------------------
/s/ Joseph F. DeMeo
--------------------------------------------------
Name: JOSEPH F. DeMEO
---------------------------------------------
/s/ David Loglisci
--------------------------------------------------
Name: DAVID LOGLISCI
---------------------------------------------
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF EXCHANGE - PAGE 10
eVENTURES GROUP, INC.
<PAGE> 14
SCHEDULE 1
LIST OF CONTRIBUTING PERSONS, CONTRIBUTED STOCK AND SHARE ALLOCATIONS
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK,
PAR VALUE $0.00002 IN eVENTURES
STOCK CONTRIBUTED TO GROUP, INC., RECEIVED BY
NAMES OF CONTRIBUTING PERSONS eVENTURES GROUP, INC. CONTRIBUTING PERSON
----------------------------- --------------------- ---------------------------------
<S> <C> <C>
1. Kerry Rogers 540 shares of stock in e.Volve 2,518,750 shares
e.Volve Technology Group, Inc.
1771 E. Flamingo Rd.
Building B, Suite 200
Las Vegas, NV 89119
2. Jack Higgins 152 shares of stock in e.Volve* 779,167 shares*
3670 Rick Stratton Drive
Las Vegas, NV 89120
3. Robert Michel 74 shares of stock in e.Volve 464,584 shares
300 Doe Run Circle
Las Vegas, NV 89102
4. Bruce Voss 46 shares of stock in e.Volve 364,584 shares
2623 Vista Omada
Newport Beach, CA 92660
5. Eckley M. Keach 46 shares of stock in e.Volve 191,667 shares
Goodman & Keach
520 S. 4th Street
Las Vegas, NV 89101
6. Richard M. Weese 27 shares of stock in e.Volve 112,500 shares
1488 Boulder Springs
St. George, UT 84791
7. Neal Matthews 14 shares of stock in e.Volve 58,333 shares
696 N. Northstar
St. George, UT 84770
8. Carl Lovell 25 shares of stock in e.Volve 104,167 shares
4 Crescent Drive
Las Vegas, NV 89102
9. Susan Trimboli 5 shares of stock in e.Volve 20,833 shares
9908 Barrier Reef Dr.
Las Vegas, NV 89117
10. Oscar Goodman 45 shares of stock in e.Volve 187,500 shares
Goodman & Keach
520 S. 4th Street
Las Vegas, NV 89101
11. Lawrence Johnson 25 shares of stock in e.Volve 104,167 shares
22034 Arrowhead Lane
Lake Forest, CA 92630
</TABLE>
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF EXCHANGE
SCHEDULE 1 - PAGE 1
eVENTURES GROUP, INC.
<PAGE> 15
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK,
PAR VALUE $0.00002 IN eVENTURES
STOCK CONTRIBUTED TO GROUP, INC., RECEIVED BY
NAMES OF CONTRIBUTING PERSONS eVENTURES GROUP, INC. CONTRIBUTING PERSON
----------------------------- --------------------- ---------------------------------
<S> <C> <C>
12. Trevor L. Huffard 10 shares of stock in e.Volve 41,667 shares
17 West 71st Street, Apt. 1B
New York, NY 10023
13. Jeff Samsen 4 shares of stock in e.Volve 16,667 shares
5 Bay Berry Road
Armonk, NY 10504
14. Elliott Broidy 55 shares of stock in e.Volve 229,167 shares
Broidy Capital Management
1801 Century Park
Los Angeles, CA 90067
15. Martina Quaglia 7 shares of stock in e.Volve 29,167 shares
540 Brickell Key Drive
Apt. 1807
Miami, FL 33131
16. Robert Torricelli 2 shares of stock in e.Volve 8,333 shares
c/o LONA VALMORO
113 Dirksen
Senate Office Building
Washington, DC 20510
17. Joseph F. DeMeo 2 shares of stock in e.Volve 8,333 shares
151 Wentworth Dr.
Henderson, NV 89014
18. David Loglisci 10 shares of stock in e.Volve 41,667 shares
235 Adams Street
Apt. 15-J
Brooklyn, NY 11201
19. Infinity Funds or designees 111 shares of stock in e.Volve 550,000 shares*
Total 1,200 shares of stock in e.Volve 5,831,253 shares
</TABLE>
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF EXCHANGE
SCHEDULE 1 - PAGE 2
eVENTURES GROUP, INC.
<PAGE> 16
SCHEDULE 5.4.1
LIST OF CONTRACTS GUARANTEED BY ROBERT MICHEL
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF EXCHANGE
eVENTURES GROUP, INC.
<PAGE> 1
EXHIBIT 99.1
eVENTURES GROUP COMPLETES ACQUISITION OF MINORITY INTEREST IN e.VOLVE TECHNOLOGY
GROUP, INC
DALLAS, Texas--(BUSINESS WIRE)--Oct. 20, 1999--eVentures Group (OTC BB:EVNT), an
Internet venture holding company, today announced the completion of its
corporate reorganization through the acquisition of the remaining one third of
e.Volve Technology Group, Inc.
The acquisition was accomplished through the issuance of eVentures stock on
terms substantially similar to those used in the September 22 reorganization.
Stuart Chasanoff, Vice President-Business Development of eVentures, stated,
"This acquisition completes our initial series of transactions designed to
position eVentures' communications business as a leading provider of
next-generation networked communications services. We are now free to focus on
acquiring and investing in companies that fit our strategy of becoming the
leader in exploiting so-called `convergence' technologies."
eVentures Group is an Internet venture holding company focused on
next-generation Internet communications and business-to-business communications
enterprises. The Company invests in all aspects of Internet communications
including telephony, Internet protocol networks, communications portals,
internet data storage, hosting and ASP companies.
e.Volve is an emerging facilities-based communications company building an
international IP and ATM network capable of compressing
<PAGE> 2
voice, video and data transmissions at rates up to eight times greater than more
conventional methods.
eVolve's technology focuses on the convergence of the transmission of voice,
video and data over the public Internet and private Intranets. eVolve's
customers include Qwest Communications International Inc. (Nasdaq: QWST), RSL
Communications, Ltd. (Nasdaq: RSLC) and STAR Telecommunications, Inc. (Nasdaq:
STRX).
This press release includes statements regarding eVentures' business strategy,
plans and objectives which are "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, as amended.
Although eVentures believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to be. Numerous factors, including those set forth in
our Form 8-K filed with the Securities and Exchange Commission on October 7,
1999, could cause actual results to differ materially from eVentures'
expectations.
CONTACT: eVentures Group, Inc.
Barrett Wissman, CEO, 214/720-1653
or
Carl Thompson Associates
Sheila Whitman, Account Supervisor
or
Kevin Campbell, Account Executive
800/959-9677
