UNITED STATES
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: March 24, 1999
Jutland Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
33-24108D 87-045382
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(Commission File Number) (IRS Employer Identification Number)
c/o Richard Surber, President
268 West 400 South, Suite #300
Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 575-8073 Ext. 106
(Registrant's telephone number, including area code)
270 Davidson Ave. Suite 14,
Somerset, New Jersey 08873
(Former name or address, if changed since last report)
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ITEM 1. Changes in Control of Registrant.
On March 22, 1999, Hudson Consulting Group, Inc. ("Hudson") entered in
a Stock Purchase Agreement ("Agreement") with Andrew Thorburn. Pursuant to the
Agreement Hudson purchased 2,246,224 shares of Jutland Enterprises, Inc.'s (the
"Registrant") common stock for $10,000 cash on March 24, 1999. Hudson used funds
from its working capital to purchase the 2,246,224 shares of the Registrant's
common stock. The 2,246,224 shares of common stock of the Registrant is
equivalent to approximately 57.7% of the Registrant's issued and outstanding
shares of its common stock. Consequently, Hudson has a majority interest in the
Registrant's shares of common stock. By virtue of Hudson's purchase of 57.7% of
the Registrant's shares of common stock, Hudson has effective control of
Jutland.
On April 7, 1999, Hudson filled the vacancies on the board of the
Registrant pursuant to Delaware General Corporation Law under ss.ss.268(a) and
141(k) appointing Richard Surber as a director and president and Saundra
McFadden as a director and secretary of Registrant. Prior to April 7, 1999, the
Registrant was unable to transact any business because no known officer or
director retained their position with the Registrant.
The Registrant ceased operations sometime in 1996 and has essentially
been dormant since that time. The Registrant's management, directors, and
officers had either resigned or abandoned their position. Furthermore, the
Registrant's corporate charter had been revoked and the Registrant apparently
has not filed any reports with the Securities and Exchange Commission since the
third quarter of 1993.
The Registrant has since filed the necessary documents to reinstating
it's corporate charter. Hudson intends to assist the Registrant in settling it's
debts, assisting the Registrant in filing and bringing the necessary disclosure
documents current with the Securities and Exchange Commission, and finding
suitable operations for the Registrant through a merger or acquisition.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit are included:
a) Stock Purchase Agreement dated March 22. 1999, by and between Hudson
Consulting Group, Inc. and Andrew Thorburn.
b) Shareholder Consent to Action Without a Meeting electing directors
to fill the vacancies on the Registrant board of directors dated April
7, 1999.
Pursuant to the requirement 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.
Dated: April 19, 1999
Jutland Enterprises, Inc.
By: /s/ Richard Surber
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Name: Richard Surber
Title: President
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EXHIBIT A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into this 22nd
day of March, 1999 by and between Hudson Consulting Group, Inc. ("Hudson") a
Nevada corporation with principal offices located at 268 West 400 South, Suite
300, Salt Lake City, Utah 84101, and Andrew Thorburn ("Thorburn") an individual
with principal offices located at 104 New Era Drive, South Plainfield, New
Jersey 07080.
WHEREAS, Hudson desires to acquire from Thorburn Two Million Two
Hundred Forty Six Thousand Two Hundred Twenty Four (2,246,224) restricted shares
of the common stock of Jutland Enterprises, Inc. ("Jutland Shares") which
equates to no less than 57% of the issued and outstanding shares of Jutland
excluding treasury shares held by Jutland;
WHEREAS, Hudson also desires to acquire from Thorburn all the necessary
records of Jutland Enterprises, Inc. ("Jutland") which will allow Hudson to
assist Jutland in bringing current all of the reports required under all
applicable state and federal securities law ("Records");
WHEREAS, Thorburn owns or will own the Jutland Shares and has in his
possession all the Records which would allow Hudson to assist Jutland in
bringing current all of the reports required under all applicable state and
federal securities laws; and
WHEREAS, Hudson will pay $10,000 to Thorburn in exchange for (1)
delivery of all certificates in negotiable form representing the Jutland Shares;
and (2) all the necessary the Records.
NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Exchange. Hudson will wire transfer $10,000 to Thorburn on
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March 23, 1999 and Thorburn will:
a. Overnight the Jutland Shares represented by the following
certificate No(s). 1054, 5009, 5010, 5011, 5012,5013, 5014,
5015, 5016, 5017, 5018, 5019, 5280, 5340, 5352, 5363, 5364,
5365, 5366, 5367 and 5368 with all the necessary executed
medallion stock powers and corporate resolutions transferring
ownership to Hudson for delivery no later than March 24, 1999;
and
b. Overnight the Records necessary for Hudson to assist Jutland
in bringing current all of Jutland's state and federal
securities filings.
2. Exchange of Shares. On or before the closing date, set herein to be March 24,
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1999, the above-mentioned Jutland Shares and the Record shall be delivered to
Hudson.
3. Termination. This Agreement may be terminated at any time prior to the
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Closing Date:
A. By Hudson or Thorburn:
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(1) If there shall be any actual or threatened action
or proceeding by or before any court or any other governmental
body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in
judgement of such Board of Directors made in good faith and
based upon the advice of legal counsel, makes it inadvisable
to proceed with the transactions contemplated by this
Agreement; or
(2) If the Closing shall have not occurred prior to
March 24, 1999, or such later date as shall have been approved
by parties hereto, other than for reasons set forth herein.
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B. By Thorburn:
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(1) If Hudson shall fail to comply in any material respect
with any of its or their covenants or agreements contained in
this Agreement or if any of the representation or warranties
of Hudson contained herein shall be inaccurate in any material
respect; or
C. By Hudson:
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(1) If Thorburn shall fail to comply in any material respect
with any of its covenants or agreements contained in this
Agreement of if any of the representation or warranties of
Thorburn contained herein shall be inaccurate in any material
respect;
In the event this Agreement is terminated pursuant to this Paragraph,
this Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation and execution of the Agreement and the transactions
herein contemplated.
4. Representations and Warranties of Thorburn. Thorburn hereby represents and
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warrants that effective this date and the Closing Date, the following
representations are true and correct:
A. Authority. Thorburn has the full power and authority to enter
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this Agreement and to carry out the transactions contemplated
by this Agreement.
B. No Conflict With Other Instruments. The execution of this
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Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Thorburn to which Thorburn is a party and has been duly
authorized by all appropriated and necessary action.
C. Deliverance of Shares. As of the Closing Date, the Jutland
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Shares to be delivered to Hudson will be restricted and
constitute valid and legally issued shares of Jutland, fully
paid and non-assessable and equivalent in all respects to all
other issued and outstanding shares of Jutland restricted
stock.
D. No Conflict with Other Instrument. The execution of this
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agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Thorburn.
E. No Representations as to the Financial Condition of Jutland.
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Thorburn makes no representations as to the financial
condition of Jutland.
5. Representations and Warranties of Hudson.
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Hudson hereby represents and warrants that, effective this date and the
Closing Date, the representations and warranties listed below are true and
correct.
A. Corporate Authority. Hudson has the full corporate power and
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authority to enter this Agreement and to carry out the
transactions contemplated by this Agreement. The Board of
Directors of Hudson has duly authorized the execution,
delivery, and performance of this Agreement.
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B. No Conflict With Other Instruments. The execution of this
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Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Hudson to which Hudson is a party and has been duly authorized
by all appropriated and necessary action.
C. No Conflict with Other Instrument. The execution of this
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agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Hudson.
D. No Action Against Thorburn. Hudson will not take any legal
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action against Thorburn for any actions Thorburn took as a
result of his role as a controlling shareholder, director or
officer of Jutland.
6. Closing. The Closing as herein referred to shall occur upon such
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date as the parties hereto may mutually agree upon, but is expected to be on or
before March 24, 1999.
At closing Hudson will deliver $10,000 to Thorburn, and Thorburn will
deliver the Jutland Shares and records to Hudson.
7. Conditions Precedent of Thorburn to Effect Closing. All obligations of
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Thorburn under this Agreement are subject to fulfillment prior to or as of the
Closing Date, of each of the following conditions:
A. The representations and warranties by or on behalf of Hudson
contained in this Agreement or in any certificate or documents
delivered to Thorburn pursuant to the provisions hereof shall
be true in all material respects at end as of the time of
Closing as though such representations and warranties were
made at and as of such time.
B. Hudson shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
C. All instruments and documents delivered to Thorburn pursuant
to the provisions hereof shall be reasonably satisfactory to
Thorburn' legal counsel.
8. Conditions Precedent of Hudson to Effect Closing. All obligations of
Hudson under this Agreement are subject to fulfillment prior to or as of the
date of Closing, of each of the following conditions:
A. The representations and warranties by or on behalf of Thorburn
contained in this Agreement or in any certificate or documents
delivered to Hudson pursuant to the provisions hereof shall be
true in all material respects at end as of the time of Closing
as though such representations and warranties were made at and
as of such time.
B. Thorburn shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
C. All instruments and documents delivered to Hudson pursuant to
the provisions hereof shall be reasonably satisfactory to
Hudson's legal counsel.
9. Damages and Limit of Liability. Each party shall be liable, for any
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material breach of the representations, warranties, and covenants contained
herein which results in a failure to perform any obligation under this Agreement
only to the extent of the expenses incurred in connection with such breach or
failure to perform Agreement.
10. Nature and Survival of Representations and Warranties. All representa-
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tions, warranties and covenants made by any party in this Agreement shall
survive the Closing hereunder. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not
upon any investigation upon which it might have made or any representations,
warranty, agreement, promise, or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.
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11. Indemnification Procedures. If any claim is made by a party which would
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give rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom is sought (Indemnifying Party). The Indemnified
Party will permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting from the claims. Counsel for the Indemnifying Party
which will conduct the defense must be approved by the Indemnified Party (whose
approval will not be unreasonable withheld), and the Indemnified Party may
participate in such defense at the expense of the Indemnified Party. The
indemnifying Party will not in the defense of any such claim or litigation,
consent to entry of any judgement or enter into any settlement without the
written consent of the Indemnified Party (which consent will not be unreasonably
withheld). The Indemnified Party will not, in connection with any such claim or
litigation, consent to entry of any judgement or enter into any settlement
without the written consent of the Indemnifying Party (which consent will not be
unreasonable withheld). The Indemnified Party will cooperate fully with the
Indemnifying Party and make available to the Indemnifying Party all pertinent
information under its control relating to any such claim or litigation. If the
Indemnifying Party refuses or fails to conduct the defense as required in this
Section, then the Indemnified Party may conduct such defense at the expense of
the Indemnifying Party and the approval of the Indemnifying Party will not be
required for any settlement or consent or entry of judgement.
12. Default at Closing. Notwithstanding the provisions hereof, if Thorburn
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shall fail or refuse to deliver any of the Jutland Shares and records, or shall
fail or refuse to consummate the transaction described in this Agreement prior
to the Closing Date, such failure or refusal shall constitute a default by
Thorburn and Hudson at its option and without prejudice to its rights against
such defaulting party, may either (a) invoke any equitable remedies to enforce
performance hereunder including, without limitation, an action or suit for
specific performance, or (b) terminate all of its obligations hereunder with
respect to Thorburn.
13. Costs and Expenses. Thorburn and Hudson shall bear their own costs
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and expenses in the proposed exchange and transfer described in this Agreement.
Thorburn and Hudson have been represented by their own attorney in this
transaction, and shall pay the fees of its attorney, except as may be expressly
set forth herein to the contrary.
14. Notices. Any notice under this Agreement shall be deemed to have been
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sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:
To Hudson:
Hudson Consulting Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
To Thorburn:
Andrew Thorburn
104 New Era Drive
South Plainfield, New Jersey 07080
15. Miscellaneous.
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A. Further Assurances. At any time and from time to time, after
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the effective date, each party will execute such additional instruments and take
such as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
B. Waiver. Any failure on the part of any party hereto to comply
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with any of its obligations, agreements, or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
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C. Brokers. Neither party has employed any brokers or finders
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with regard to this Agreement no disclosed herein.
D. Headings. The section and subsection headings in this Agree-
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ment are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
E. Counterparts. This Agreement may be executed simultaneously
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in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
F. Governing Law. This Agreement was negotiated and is being
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contracted for in the State of Utah, and shall be governed by the laws of the
State of Utah, notwithstanding any conflict-of-law provision to the contrary.
Any suit, action or legal proceeding arising from or related to this Agreement
shall be submitted for binding arbitration resolution to the American
Arbitration Association, in Salt Lake City, Utah, pursuant to their Rules of
Procedure or any other mutually agreed upon arbitrator. The parties agree
to abide by decisions rendered as final and binding, and each party irrevocably
and unconditionally consents to the jurisdiction of such Courts in such suit,
action or legal proceeding and waives any objection to the laying of venue in,
or the jurisdiction of, said Courts.
G. Binding Effect. This Agreement shall be binding upon the
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parties hereto and inure to the benefit of the parties their respective
heirs, administrators, executors, successors, and assigns.
H. Entire Agreement. The Agreement contains the entire agreement
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between the parties hereto and supersedes any and all prior agreements,
arrangements or understandings between the parties relating to the subject
matter hereof. No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist. No representations, warranties
covenants, or conditions express or implied, other than is set forth here, have
been made by any party.
I. Severability. If any part of this Agreement is deemed to be
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unenforceable the balance of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
Hudson Consulting Group, Inc.
By:/s/ Richard Surber
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Richard Surber, President
Andrew Thorburn
By:/s/ Andrew Throburn
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EXHIBIT B
SHAREHOLDER CONSENT TO ACTION
WITHOUT A MEETING
The undersigned, representing a 57% shareholder of Jutland Enterprises,
Inc., a Delaware corporation (the "Corporation") as of April 7, 1999, hereby
consents to and authorizes the following actions effective April 7, 1999;
WHEREAS, the Corporation has been inactive for several years and its
officers and directors have resigned or abandoned their positions;
WHEREAS, Hudson Consulting Group, Inc. ("Hudson") has purchased a total
of Two Million Two Hundred Forty Six Thousand Two Hundred Twenty Four
(2,246,224) shares of the Corporation's common stock or approximately 57% of the
Corporation's non-treasury shares of the issued and outstanding shares of common
stock pursuant to a Stock Purchase Agreement entered into March 22, 1999;
WHEREAS, Hudson believes it to be in the best interest of the Corpora-
tion to appoint Richard D. Surber and Saundra J. McFadden to fill the vacancies
on the Corporation's board of directors;
WHEREAS, Delaware General Corporation Law under ss.228. Consent of
stockholders or member in lieu of meeting, provides that
(a) Unless otherwise provided in the certificate of incorporation, any
action required by this chapter to be taken at any annual special
meeting of stockholders of a corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if
consent or consents in writing setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitles to vote thereon
were present and voted . . . .
WHEREAS, the Corporation's certificate of incorporation is not contra
to ss.228(a) of the Delaware General Corporation Law;
WHEREAS, the Corporation's By-Laws under Section 2.12 specifically
allow Written Consent to Action by Stockholders;
WHEREAS, Hudson's stock ownership is sufficient to effect the election
of Richard D. Surber and Saundra J. McFadden had all shares eligible to vote
been present at a meeting of stockholders;
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WHEREAS, Hudson currently has no formal record or letter of resignation
which indicates whether the last known directors, Andrew Thorburn and Chris
Decker, resigned;
WHEREAS, Hudson, pursuant to ss.141(k) of the Delaware General
Corporation Law, wishes to remove any person that may claim or was a director as
of April 7, 1999;
THEREFORE BE IT RESOLVED, that the undersigned Shareholder appoints
Richard D. Surber and Saundra J. McFadden to the board of director and hereby
removes any other directors who may claim or was a director as of April 7, 1999.
Hudson Consulting Group, Inc. ("Shareholder")
/s/ Richard D. Surber
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Richard D. Surber, President
