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
Date of Report (Date of earliest event reported) July 8, 1998
CONCAP, INC.
(Exact name of registrant as specified in its charter)
Texas 0-17597 76-0252296
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
568 East Woolbright Road, #466, Boynton Beach, FL 33435
Registrant's telephone number, including area code (561) 265-3221
Item 1 Change of Control of Registrant.
As a result of the acquisition of Intuitive
Technology Consultants, Inc. on July 8, 1998, discussed
in Item 2, the former shareholders of Intuitive
Technology Consultants, Inc. obtained control of the
Registrant by virtue of the 7,200,00 shares of the
Registrant's common stock issued to them in exchange for
the issued and outstanding shares of Intuitive Technology
Consultants, Inc. Such 7,200,000 is over 50% of the
Registrant's total issued and outstanding common stock
after the transaction. Pursuant to the terms of the
acquisition agreement, a new director, Scott Shuster, was
appointed by the Board of Directors. After electing the
new director, the Registrant's prior director resigned.
Item 2. Acquisition or Disposition of Assets.
On July 8, 1998 the Registrant acquired all of the
issued and outstanding shares of Intuitive Technology
Consultants, Inc., a Georgia corporation engaged in
providing technical solutions to companies seeking talent
in the software development, network implementation and
management and related technical areas. The Registrant
issued 7,200,000 shares of its common stock in exchange
for all of the issued and outstanding shares of Intuitive
Technology Consultants, Inc.
Item 5. Other Events.
In connection with the foregoing acquisition the
Registrant effectuated a 1-for-100 reverse stock split.
As a result of the reverse stock split, and other
issuance of stock in connection with the acquisition, the
Registrant now has outstanding 10,619,000 shares of
common stock.
Item 6. Resignations of Registrant's Directors.
As a result of the acquisition and change of control
reported above, Carl H. Canter resigned as a director as
of July 8, 1998.
Item 7. Financial Statements, Proforma Financial
Information and Exhibits.
Exhibit 1 herewith is the acquisition agreement
between Registrant and the Shareholders of Intuitive
Technology Consultants, Inc.
As of the date of filing of this Form 8-K, it is
impractical for the Registrant to provide the audited and
pro-forma financial statements required by Item 7(b). In
accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K
no later than 60 days after July 8, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
CONCAP, INC.
By: s/Carl H. Canter
July 8, 1998
Carl H. Canter President
EXHIBIT 1
AGREEMENT
AGREEMENT, made this 24th day of June, 1998, by and among
CONCAP, INC., a Texas corporation ("Buyer"), INTUITIVE TECHNOLOGY
CONSULTANTS, INC., a Georgia corporation (the Company) and persons
executing this agreement (referred to collectively as
"Shareholders" and individually as "Shareholder") who own 100% of
the outstanding shares of the Company.
WHEREAS, Buyer desires to acquire all of the issued and
outstanding shares of common stock of the Company in exchange for
unissued shares of the common stock of Buyer representing 72 % of
total outstanding shares of common stock of Buyer to be outstanding
after the transaction herein (the "Common Stock") (the Exchange
Offer"); and
WHEREAS, Shareholders desire to exchange all of their shares
of Company common stock; and
WHEREAS, Buyer desires to assist the Company in a business
combination which will result in the Shareholders of the Company
owning together 7,200,000 of the 10,000,000 then issued and
outstanding shares of Buyer's Common Stock and Buyer holding 100%
of the issued and outstanding shares of the Company's common stock;
NOW, THEREFORE, in consideration of the mutual promises,
covenants, and representations contained herein, the parties hereto
agree as follows:
ARTICLE 1
EXCHANGE OF SECURITIES
1.1 Issuance of Shares. Subject to all of the terms and
conditions of this Agreement, Buyer agrees to exchange 7,200,000
shares of its Common Stock in exchange for all of the outstanding
Company common stock with the holders of such stock as set forth on
the signature page hereto. The Common Stock will be issued
directly to the Shareholders of the Company on the Closing.
1.2 Exemption from Registration. The parties hereto intend
that the Common Stock to be issued by the Company to the
Shareholders shall be exempt from the registration requirements of
the Securities Act of 1933, as amended (the "Act"), and pursuant to
applicable state statutes.
1.3 Tax Free Exchange. The parties hereto intend that the
exchange herein be tax-free pursuant to Section 368 of the Internal
Revenue Code of 1986. No revenue ruling or opinion of counsel is
being sought in this regard and such tax treatment is not a
condition to closing herein.
<PAGE>
1.4 Shareholders' Representative. The Shareholders hereby
irrevocably designate and appoint Scott Shuster as their agent and
attorney in fact ("Shareholders' Representative ") with full power
and authority until the Closing to execute, deliver and receive on
their behalf all notices, requests, certificates and other
communications hereunder; to, fix and alter on their behalf the
date, time and place of the Closing; to waive, amend or modify any
provisions of this Agreement and to take such other action on their
behalf in connection with this Agreement, the Closing and the
transactions contemplated hereby as such agent or agents deem
appropriate; provided, however, that no such waiver, amendment or
modification may be made if it would decrease the number of shares
to be issued to the Shareholders under Section 1.1 hereof or
increase the extent of their obligation to indemnify Buyer under
Section 2.16 hereof.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDERS
The Shareholders and the Company hereby represent and warrant
to Buyer that:
2.1 Organization. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of
Georgia, has all necessary corporate powers to own its properties
and to carry on its business as now owned and operated by it, and
is duly qualified to do business and is in good standing in each of
the states where its business requires qualification.
2.2 Capital. The authorized capital stock of Company
consists of 1,000,000 shares of Common Stock, $.01 par value, of
which 1,000,000 shares are currently issued and outstanding. At
the Closing the shares will be owned by the shareholders of Company
as set forth in Exhibit 1.1 hereto. All of the issued and
outstanding shares of Company are duly and validly issued, fully
paid, and nonassessable. There are no outstanding subscriptions,
options, rights, warrants, debentures, instruments, convertible
securities, or other agreements or commitments obligating Company
to issue or to transfer from treasury any additional shares of its
capital stock of any class.
2.3 Subsidiaries. As of the date of this Agreement, Company
does not have any subsidiaries or own any interest in any other
enterprise (whether or not such enterprise is a corporation).
2.4 Directors and Officers. Exhibit 2.4 to this Agreement,
the text of which is hereby incorporated herein by reference,
contains the names and titles of all directors and officers of
Company and the Subsidiaries as of the date of this Agreement.
2.5 Financial Statements. Exhibit 2.5 to this Agreement, the
text of which is hereby incorporated herein by reference, includes
the financial statements of Company as of December 31, 1997 and for
the year then ended. Such financial statements fairly present the
financial position of Company as of the date of the last balance
sheet included in the financial statements, and the results of
operation for the periods indicated and are true and correct.
2.6 Absence of Changes. Since the date of the most recent
financial statements included in Exhibit 2.5, there has not been
any change in the financial condition or operations of Company,
except for changes in the ordinary course of business, which
changes have not in the aggregate been materially adverse.
2.7 Absence of Undisclosed Liabilities. As of the date of
its most recent balance sheet included in Exhibit 2.5, Company did
not have any material debt, liability, or obligation of any nature,
whether accrued, absolute, contingent or otherwise, and whether due
or to become due, that is not reflected in such balance sheet.
2.8 Tax Returns. The provisions for taxes, if any, reflected
in the balance sheet included in Exhibit 2.5 are adequate for any
and all federal, state, county and local taxes for the periods
ending on the date of the balance sheet and for all prior periods,
whether or not disputed. There are no present disputes as to taxes
of any nature payable by Company.
2.9 Investigation of Financial Condition. Without in any
manner reducing or otherwise mitigating the representations
contained herein, Buyer and/or its attorneys shall have the
opportunity to meet with accountants and attorneys to discuss the
financial condition of Company. Company shall make available to
Buyer and/or its attorneys all books and records of Company. If
the transaction contemplated hereby is not completed, all documents
received by Buyer and/or its attorneys shall be returned to Company
and all information so received shall be treated as confidential.
2.10 Compliance with Laws. Company has complied with, and is
not in violation of, all applicable federal, state or local
statutes, laws and regulations (including, without limitation, any
applicable building, zoning, environmental or other law, ordinance
or regulation and the Federal Food and Drug Administration
regulations) affecting its properties, products or the operation of
its business, except for matters which would not have a material
affect on Company or its properties.
2.11 Litigation. Company is not a party to any suit, action,
arbitration or legal, administrative or other proceeding, or
governmental investigation pending or, to the best knowledge of
Company, threatened against or affecting Company or its business,
assets or financial condition, except for matters which would not
have a material affect on Company or its properties. Company is
not in default with respect to any order, writ, injunction or
decree of any federal, state, local or foreign court, department,
agency or instrumentality applicable to it. Company is not engaged
in any lawsuits to recover any material amount of monies due to it.
2.12 Ownership of Shares. The delivery of the Company
common stock as contemplated herein will result in Buyer's
immediate acquisition of record and beneficial ownership of all of
the Company's capital stock, free and clear of all liens and
encumbrances.
2.13 Ability to Carry Out Obligations. The execution and
delivery of this Agreement by the Company and the Shareholders and
the performance by the Shareholders of the obligations hereunder in
the time and manner contemplated will not cause, constitute or
conflict with or result in (a) any material breach or violation of
any of the provisions of or constitute a material default under any
license, indenture, mortgage, charter, instrument, articles of
incorporation, by-laws, or other agreement or instrument to which
Company or the Shareholders is a party, or by which it may be
bound, nor will any consents or authorizations of any party other
than those hereto be required, (b) an event that would permit any
party to any material agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of
Company, or (c) an event that would result in the creation or
imposition of any material lien, charge, or encumbrance on any
asset of Company.
2.14 Business and Intellectual Property Rights. The Company
owns all rights to its business, including all programs, patents,
trademarks, trade names, intellectual property, copyrights utilized
in connection therewith and pays no royalty, license fee or similar
consideration to anyone for use of them and has the right to bring
actions for infringement thereof. To the best knowledge of Company
and the Shareholders no product or service marketed or to be
marketed by the Company violates or infringes any patent,
trademark, service mark, know-how, intellectual property, trade
name or copyright of another.
2.15 Full Disclosure. None of the representations and
warranties made by Company herein, or in any exhibit, certificate
or memorandum furnished or to be furnished by Company, or on its
behalf, contains or will contain any untrue statement of material
fact, or omit any material fact the omission of which would be
misleading.
2.16 Indemnification. Shareholders agree to defend and hold
Buyer harmless against and in respect of any and all claims,
demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penal-
ties, and reasonable attorney fees, that it shall incur or suffer,
which arise out of, result from or relate to any breach of, or
failure by Shareholders to perform any of its respective
representations, warranties, covenants and agreements in this
Agreement or in any exhibit or other instrument furnished or to be
furnished by Shareholders under this Agreement.
<PAGE>
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Company that:
3.1 Organization. Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of Texas, has
all necessary corporate powers to own properties and to carry on
business.
3.2 Capital. The authorized capital stock of Buyer consists
of 500,000,000 shares of $.001 par value Common Stock of which
10,000,000 shares of Common Stock will be outstanding as of the
Closing. All of the issued and outstanding shares, including the
shares to be issued to Shareholders, shall be duly and validly
issued, fully paid and nonassessable. There are no outstanding
subscriptions, options, rights, warrants, convertible securities,
or other agreements or commitments obligating Buyer to issue or to
transfer from treasury any additional shares of its capital stock
of any class.
3.3 Subsidiaries. Buyer does not have any subsidiaries or
own any interest in any other enterprise (whether or not such
enterprise is a corporation).
3.4 Directors and Officers. Exhibit 3.4, annexed hereto and
hereby incorporated herein by reference, contains the names and
titles of all directors and officers of Buyer as of the date of
this Agreement.
3.5 Financial Statements. Exhibit 3.5, annexed hereto and
hereby incorporated herein by reference, consists of the audited
financial statements of Buyer as of March 31, 1998, containing the
balance sheets of Buyer and the related statements of income and
retained earnings for the nine months then ended. The financial
statements have been prepared in accordance with generally accepted
accounting principles and practices consistently followed by Buyer
throughout the period indicated, and fairly present the financial
position of Buyer as of the dates of the balance sheets included in
the financial statements, and the results of operations for the
period indicated and are true and correct.
3.6 Absence of Changes. Since March 31, 1998, there has not
been any change in the financial condition or operations of Buyer,
except for changes in the ordinary course of business in connection
with the transactions contemplated herein.
3.7 Absence of Undisclosed Liabilities. As of March 31,
1998, Buyer did not have any material debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or
otherwise, and whether due or to become due, that is not reflected
in Buyer's balance sheet as of March 31, 1998. As of the Closing,
Buyer will not have total liabilities in excess of $10,000.
3.8 Tax Returns. Within the times and the manner prescribed
by law, Buyer has filed all federal, state and local tax returns
required by law and has paid all taxes, assessments and penalties
due and payable. There are no present disputes as to taxes of any
nature payable by Buyer.
3.9 Investigation of Financial Condition. Without in any
manner reducing or otherwise mitigating the representations
contained herein, Company shall have the opportunity to meet with
Buyer's accountants and attorneys to discuss the financial
condition of Buyer. Buyer shall make available to Company all
books and records of Buyer.
3.10 Compliance with Laws. Buyer has complied with, and is
not in violation of, all applicable federal, state or local
statutes, laws and regulations (including, without limitation, any
applicable building, zoning, environmental or other law, ordinance,
or regulation) affecting its properties or the operation of its
business.
3.11 Litigation. Buyer is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or
governmental investigation pending or, to the best knowledge of
Buyer, threatened against or affecting Buyer or its business,
assets, or financial condition. Buyer is not in default with
respect to any order, writ, injunction, or decree of any federal,
state, local, or foreign court, department agency, or
instrumentality.
3.12 Authority. The Board of Directors of Buyer has
authorized the execution of this Agreement and the transactions
contemplated herein, and Buyer has full power and authority to
execute, deliver and perform this Agreement and this Agreement is
the legal, valid and binding obligation of Buyer, is enforceable in
accordance with its terms and conditions, except as may be limited
by bankruptcy and insolvency laws and by other laws affecting the
rights of creditors generally. The approval of Buyer's
shareholders is not necessary for this transaction.
3.13 Ability to Carry Out Obligations. The execution and
delivery of this Agreement by Buyer and the performance by Buyer or
conflict with or result in (a) any material breach or violation of
any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, certificate of incorpora-
tion, bylaw, or other agreement or instrument to which Buyer is a
party, or by which it may be bound, nor will any consents or
authorizations of any party other than those hereto be required,
(b) an event that would permit any party to any material agreement
or instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of Buyer, or (c) an event that
would result in the creation or imposition of any material lien,
charge, or encumbrance on any asset of Buyer.
3.14 Validity of Buyer Shares. The shares of Buyer Common
Stock to be delivered pursuant to this Agreement, when issued in
accordance with the provisions of this Agreement, will be duly
authorized, validly issued, fully paid and nonassessable.
3.15 Full Disclosure. None of the representations and
warranties made by Buyer herein, or in any exhibit, certificate or
memorandum furnished or to be furnished by Buyer, or on its behalf,
contains or will contain any untrue statement of material fact, or
omit any material fact the omission of which would be misleading.
3.16 Indemnification. Buyer agrees to indemnify, defend and
hold Shareholders harmless against and in respect of any and all
claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penal-
ties, and reasonable attorney fees, that they shall incur or
suffer, which arise out of, result from or relate to any breach of,
or failure by Buyer to perform any of its representations,
warranties, covenants or agreements in this Agreement or in any
schedule, certificate, exhibit or other instrument furnished or to
be furnished by Buyer under this Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
4.1 Share Ownership. At the Closing the Shareholders will
hold shares of Company's common stock as set forth in Exhibit 1.1
hereto. Such shares are owned of record and beneficially by each
holder thereof, and such shares are not subject to any lien,
encumbrance or pledge. Each Shareholder holds authority to
exchange such shares pursuant to this Agreement.
4.2 Investment Intent. Each Shareholder understands and
acknowledges that the shares of Buyer Common Stock (the "Buyer
Shares") are being offered for exchange in reliance upon the
exemption provided in Section 4(2) of the Securities Act of 1933
(the "Securities Act") for nonpublic offerings; and each
Shareholder makes the following representations and warranties with
the intent that the same may be relied upon in determining the
suitability of each Shareholder as a purchaser of securities.
(a) The Buyer Shares are being acquired solely for the
account of each Shareholder, for investment purposes only, and not
with a view to, or for sale in connection with, any distribution
thereof and with no present intention of distributing or reselling
any part of the Buyer Shares.
(b) Each Shareholder agrees not to dispose of his Buyer
Shares or any portion thereof unless and until counsel for Buyer
shall have determined that the intended disposition is permissible
and does not violate the Securities Act or any applicable state
securities laws, or the rules and regulations thereunder.
(c) Each Shareholder acknowledges that Buyer has made all
documentation pertaining to all aspects of the Exchange Offer
available to him and to his qualified representatives, if any, and
has offered such person or persons an opportunity to discuss the
Exchange Offer with the officers of Buyer.
(d) Each Shareholder is knowledgeable and experienced in
making and evaluating investments of this nature and desires to
accept the Exchange Offer on the terms and conditions set forth.
(e) Each Shareholder is able to bear the economic risk of
an investment, as a result of the Exchange Offer, in the Buyer
Shares.
(f) Each Shareholder understands that an investment in
the Buyer shares is not liquid, and each Shareholder has adequate
means of providing for current needs and personal contingencies and
has no need for liquidity in this investment.
4.3 Indemnification. Each Shareholder recognizes that the
offer of the Buyer shares to him is based upon his representations
and warranties set forth and contained herein and hereby agrees to
indemnify and hold harmless Buyer against all liability, costs or
expenses (including reasonable attorney's fees) arising as a result
of any misrepresentations made herein by such Shareholder.
4.4 Legend. Each Shareholder agrees that the certificates
evidencing the Buyer Shares acquired pursuant to this Agreement
will have a legend placed thereon as follows:
The shares represented by this certificate have not been
registered with the
Securities and Exchange Commission or any state securities
agency. They
may not be sold or transferred in the absence of a
registration thereof or any
exemption from registration.
ARTICLE 5
COVENANTS
5.1 Investigative Rights. From the date of this Agreement
until the Closing Date, each party shall provide to the other
party, and such other party's counsels, accountants, auditors, and
other authorized representatives, full access during normal
business hours and upon reasonable advance written notice to all of
each party's properties, books, contracts, commitments, and records
for the purpose of examining the same. Each party shall furnish
the other party with all information concerning each party's
affairs as the other party may reasonably request.
5.2 Conduct of Business. Prior to the Closing, Buyer and
Company shall each conduct its business in the normal course, and
shall not sell, pledge, or assign any assets, without the prior
written approval of the other party, except in the regular course
of business. Neither Buyer or Company shall amend its Articles of
Incorporation or Bylaws, declare dividends, redeem or sell stock or
other securities, incur additional or newly-funded liabilities,
acquire or dispose of fixed assets, change employment terms, enter
into any material or long-term contract, guarantee obligations of
any third party, settle or discharge any balance sheet receivable
for less than its stated amount, pay more on any liability than its
stated amount, or enter into any other transaction other than in
the regular course of business and transactions in connection with
the transactions herein.
5.3 Issue of Additional Buyer Shares. For the twelve (12)
months following the Closing, the Buyer will not issue any shares
of its capital stock other than pursuant to bona fide securities
offerings to non-affiliated investors or bona fide acquisitions of
other corporations from independent parties, or engage in any stock
split, reverse stock split, stock dividend or other similar
issuance or change in its shares without the consent of the holders
of 90% of its outstanding shares of Common Stock.
5.4 Compliance with Securities Laws. Company shall continue
to timely file all reports as a reporting person under the
Securities Exchange Act of 1934, including a Form 8-K reporting the
closing of the transactions herein.
ARTICLE 6
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE
6.1 Conditions. Buyer's obligations hereunder shall be
subject to the satisfaction, at or before the Closing, of all the
conditions set forth in this Article 6. Buyer may waive any or all
of these conditions in whole or in part without prior notice;
provided, however, that no such waiver of a condition shall
constitute a waiver by Buyer of any other condition of or any of
Buyer's other rights or remedies, at law or in equity, if
Shareholders shall be in default of any of their representations,
warranties, or covenants under this Agreement.
6.2 Accuracy of Representations. Except as otherwise
permitted by this Agreement, all representations and warranties by
Shareholders in this Agreement or in any written statement that
shall be delivered to Buyer by Shareholders under this Agreement
shall be true and accurate on and as of the Closing Date as though
made at that time.
6.3 Performance. Shareholders shall have performed,
satisfied, and complied with all covenants, agreements, and
conditions required by this Agreement to be performed or complied
with by it, on or before the Closing Date.
6.4 Absence of Litigation. No action, suit, or proceeding
before any court or any governmental body or authority, pertaining
to the transaction contemplated by this Agreement or to its
consummation, shall have been instituted or threatened against
Company on or before the Closing Date.
6.5 Acceptance by Company Shareholders. The holders of an
aggregate of not less than 100% of the issued and outstanding
shares of common stock of Company shall have agreed to exchange
their shares for shares of Buyer Common Stock.
6.6 Certificate. Shareholders shall have delivered to Buyer
a certificate, dated the Closing Date, certifying that each of the
conditions specified in Sections 6.2 through 6.5 hereof have been
fulfilled.
ARTICLE 7
CONDITIONS PRECEDENT TO SHAREHOLDERS' PERFORMANCE
7.1 Conditions. Shareholders' obligations hereunder shall be
subject to the satisfaction, at or before the Closing, of all the
conditions set forth in this Article 7. Shareholders may waive any
or all of these conditions in whole or in part without prior
notice; provided, however, that no such waiver of a condition shall
constitute a waiver by Shareholders of any other condition of or
any of Shareholders' rights or remedies, at law or in equity, if
Buyer shall be in default of any of its representations,
warranties, or covenants under this Agreement.
7.2 Accuracy of Representations. Except as otherwise
permitted by this Agreement, all representations and warranties by
Buyer in this Agreement or in any written statement that shall be
delivered to Shareholders by Buyer under this Agreement shall be
true and accurate on and as of the Closing Date as though made at
that time.
7.3 Performance. Buyer shall have performed, satisfied, and
complied with all covenants, agreements, and conditions required by
this Agreement to be performed or complied with by it, on or before
the Closing Date.
7.4 Absence of Litigation. No action, suit or proceeding
before any court or any governmental body or authority, pertaining
to the transaction contemplated by this Agreement or to its
consummation, shall have been instituted or threatened against
Buyer on or before the Closing Date.
7.5 Officers' Certificate. Buyer shall have delivered to
Shareholders a certificate, dated the Closing Date and signed by
the President of Buyer certifying that each of the conditions
specified in Sections 7.2 through 7.4 have been fulfilled.
ARTICLE 8
CLOSING
8.1 Closing. The Closing of this transaction shall be held
at the offices of Buyer, or such other place as shall be mutually
agreed upon, on such date as shall be mutually agreed upon by the
parties but no later than June 30, 1998. At the Closing:
(a) Each Shareholder shall present the certificates
representing his shares of Company being exchanged to Buyer, and
such certificates will be duly endorsed.
(b) Each Shareholder shall receive a certificate or
certificates representing the number of shares of Buyer Common
Stock for which the shares of Company common stock shall have been
exchanged.
(c) Buyer shall deliver an officer's certificate, as
described in Section 7.5 hereof, dated the Closing Date, that all
representations, warranties, covenants and conditions set forth in
this Agreement on behalf of Buyer are true and correct as of, or
have been fully performed and complied with by, the Closing Date.
(d) Buyer shall deliver a signed consent and/or Minutes
of the Directors of Buyer approving this Agreement and each matter
to be approved by the Directors of Buyer under this Agreement.
(e) Shareholder shall deliver a certificate, as described
in Section 6.6 hereof, dated the Closing Date, that all
representations, warranties, covenants and conditions set forth in
this Agreement on behalf of Shareholders are true and correct as
of, or have been fully performed and complied with by, the Closing
Date.
ARTICLE 9
MISCELLANEOUS
9.1 Captions. The Article and paragraph headings throughout
this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any
provision of this Agreement.
9.2 No Oral Change. This Agreement and any provision hereof,
may not be waived, changed, modified, or discharged orally, but it
can be changed by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, or
discharge is sought.
9.3 Non-Waiver. Except as otherwise expressly provided
herein, no waiver of any covenant, condition, or provision of this
Agreement shall be deemed to have been made unless expressly in
writing and signed by the party against whom such waiver is
charged; and (i) the failure of any party to insist in any one or
more cases upon the performance of any of the provisions, coven-
ants, or conditions of this Agreement or to exercise any option
herein contained shall not be construed as a waiver or relinquish-
ment for the future of any such provisions, covenants, or condi-
tions, (ii) the acceptance of performance of anything required by
this Agreement to be performed with knowledge of the breach or
failure of a covenant, condition, or provision hereof shall not be
deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
9.4 Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
9.5 Entire Agreement. This Agreement contains the entire
Agreement and understanding between the parties hereto, supersedes
all prior agreements and understandings, and constitutes a complete
and exclusive statement of the agreements, responsibilities,
representations and warranties of the parties.
9.6 Choice of Law. This Agreement and its application shall
be governed by the laws of the State of Florida.
9.7 Counterparts. This Agreement may be executed simul-
taneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
9.8 Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall
be deemed to have been duly given on the date of service if served
personally on the party to whom notice is to be given, or on the
third day after mailing if mailed to the party to whom notice is to
be given, by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
Buyer: Concap, Inc.
568 East Woolbright Road, Suite 466
Boynton Beach, FL 33435
Counsel Joel Bernstein, Esq.
to Buyer: P.O.Box 330072
Miami, FL 33233
Company and Intuitive Technology Consultants, Inc.
Shareholders: 3700 Crestwood Parkway
Deluth, GA 30096
Counsel Bryan Harrison, Esq.
to Company: Morris, Manning & Martin
3343 Peachtree Road, Suite 1600
Atlanta, GA 30326
9.9 Binding Effect. This Agreement shall inure to and be
binding upon the heirs, executors, personal representatives,
successors and assigns of each of the parties to this Agreement.
9.10 Mutual Cooperation. The parties hereto shall cooperate
with each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other and
further actions as may be necessary or convenient to effect the
transaction described herein.
9.11 Announcements. Buyer and Shareholders will consult and
cooperate with each other as to the timing and content of any
announcements of the transactions contemplated hereby to the
general public or to employees, customers or suppliers.
9.12 Expenses. Each party will pay its own legal, accounting
and any other out-of-pocket expenses reasonably incurred in
connection with this transaction, whether or not the transaction
contemplated hereby is consummated.
9.13 Survival of Representations and Warranties. The
representations, warranties, covenants and agreements of the
parties set forth in this Agreement or in any instrument, certifi-
cate, opinion, or other writing providing for in it, shall survive
the Closing irrespective of any investigation made by or on behalf
of any party.
9.14 Exhibits. As of the execution hereof, the parties hereto
have provided each other with the Exhibits provided for
hereinabove, including any items referenced therein or required to
be attached thereto. Any material changes to the Exhibits shall be
immediately disclosed to the other party.
9.15 Arbitration of Disputes Any dispute or controversy
arising out of or relating to this Agreement, any document or
instrument delivered pursuant to, in connection with, or
simultaneously with this Agreement, or any breach of this Agreement
or any such document or instrument shall be settled by arbitration
to be held in Palm Beach County, Florida in accordance with the
rules then in effect of the American Arbitration Association or any
successor thereto. The arbitrator may grant injunctions or other
relief in such dispute or controversy. The decision of the
arbitration shall be final, conclusive and binding on the parties
to the arbitration. Judgment may be entered on the arbitrator's
decision in any court having jurisdiction. Each party in such
arbitration shall pay their respective costs and expenses of such
arbitration and all the reasonable attorneys' fees and expenses of
their respective counsel.
AGREED TO AND ACCEPTED as of the date first above written.
CONCAP, INC.
By: ________________________________
President
<PAGE>
INTUITIVE TECHNOLOGY CONSULTANTS, INC.
By: __________________________________
President
THE COMPANY SHAREHOLDERS: BUYER SHARES TO BE
RECEIVED
_______________________________
Scott Shuster
_______________________________
David Aksoy
