<PAGE> 1
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) April 22,1997
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IMTEK OFFICE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-24464-NY 11-2958856
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
8028 Ritchie Highway, Suite 208, Pasadena, Md. 21122
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Registrant's telephone number, including area code (410) 768-9700
--------------------------
SPECTRUM EQUITIES, INC., 9942 N.W. 6th Place, Plantation, FL33324
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(Former name or address, if changed since last report)
<PAGE> 2
Item 1. Change of Control of Registrant.
As a result of the acquisition on Imtek Corporation on April 22, 1997,
discussed in Item 2, the former shareholders of Imtek Corporation obtained
control of the Registrant by virtue of the 4,375,000 shares of the Registrant's
common stock issued to them in exchange for the issued and outstanding shares of
Imtek Corporation. Such 4,375,000 is over 50% of the Registrant's total issued
and outstanding common stock after the transaction. Pursuant to the terms of the
acquision agreement, new directors and officers selected by the former
shareholders of Imtek Corporation were appointed. After electing the new
directors, the Registrant's prior director resigned.
Item 2. Acquisition or Disposition of Assets.
On April 22, 1997 the Registrant all of the issued and outstanding shares
of Imtek Corporation, a development stage company formed on April 1, 1997 to
engage in the sale and servicing of copiers and facsimiles, sales of office
supplies, rebuilding and renting high volume copiers and duplicators and
commercial printing and copying in the Baltimore, Md., Washington, D.C. and
Richmond, Va. area. As of the date of acquisition, the assets of Imtek
Corporation consisted of an inventory of photocopiers available for sale or
lease and notes receivable, which assets were contributed by its shareholders.
The Registrant issued 4,375,000 shares of its common stock in exchange for the
50,000 issued and outstanding shares of Imtek Corporation.
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Item 5. Other Events.
On April 28, 1997 the Registrant amended its Certificate of Incorporation
to change its name to Imtek Office Solutions, Inc. and to effectuate a 1-for-400
reverse stock split. As a result of the reverse stock split, the Registrant now
has outstanding 5,000,000 shares of common stock.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit 1 herewith is the acquisition agreement between Registrant and the
Shareholders of Imtek Corporation.
Exhibit 2 herewith is Certificate of Amendment to Certificate of
Incorporation.
Registrant files herewith the following Audited Financial Statements of
Imtek Corporation which was acquired by Registrant as reported in Item 2:
Report of Independent Accountants
Balance Sheet as of April 1, 1997 (date of inception)
Statements of Stockholders' Equity as of April 1, 1997
Statement of Cash Flows as of April 1, 1997
Notes to Financial Statements
3
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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.
IMTEK OFFICE SOLUTIONS, INC.
By: /s/ Edwin Hirsch
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May 5, 1997 Edwin Hirsch
President
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IMTEK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AND INDEPENDENT ACCOUNTANTS' REPORT
APRIL 1, 1997
(DATE OF INCEPTION)
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IMTEK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
APRIL 1, 1997
(DATE OF INCEPTION)
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<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT ACCOUNTANTS' REPORT..............................................3
FINANCIAL STATEMENTS
BALANCE SHEET.......................................................4
STATEMENT OF STOCKHOLDERS' EQUITY...................................5
STATEMENT OF CASH FLOWS.............................................6
NOTES TO FINANCIAL STATEMENTS.......................................7
</TABLE>
<PAGE> 7
INDEPENDENT ACCOUNTANTS' REPORT
BOARD OF DIRECTORS
IMTEK CORPORATION
We have audited the accompanying balance sheet of Imtek Corporation (a
development stage company) as of April 1, 1997, and the related statements of
stockholders' equity and cash flows as of April 1, 1997 (date of inception).
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Imtek Corporation as of April
1, 1997 and its cash flows for the period then ended in conformity with
generally accepted accounting principles.
S/SCHILLER, HOLINSKY & GARDYN, P.A.
APRIL 21, 1997
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IMTEK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
APRIL 1, 1997
(DATE OF INCEPTION)
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ASSETS
<TABLE>
<CAPTION>
<S> <C>
CURRENT ASSETS
Current portion of notes receivable $107,241
Inventory 346,488
--------
Total current assets 453,729
NOTES RECEIVABLE 285,942
--------
$739,671
========
LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common stock - authorized, issued and
outstanding 50,000 shares, $1 par value $ 50,000
Additional paid-in capital 689,671
--------
$739,671
========
</TABLE>
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
-4-
<PAGE> 9
IMTEK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
APRIL 1, 1997
(DATE OF INCEPTION)
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<TABLE>
<CAPTION>
Additional Total
Common Paid-in Stockholders'
Stock Capital Equity
----- ------- ------
<S> <C> <C> <C>
Issuance of 50,000 shares of
common stock $50,000 $689,671 $739,671
======= ======== ========
</TABLE>
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
-5-
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IMTEK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
APRIL 1, 1997
(DATE OF INCEPTION)
INCREASE (DECREASE) IN CASH
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<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ --
Adjustments to reconcile net income to net cash
provided by operating activities:
Inventory (346,488)
--------
NET CASH USED BY OPERATING ACTIVITIES (346,488)
CASH FLOWS FROM INVESTING ACTIVITIES
Notes receivable (393,183)
--------
NET CASH USED BY INVESTING ACTIVITIES (393,183)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 50,000
Additional paid-in capital 689,671
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 739,671
NET INCREASE (DECREASE) IN CASH --
--------
BALANCE - April 1, 1997 $ --
========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
- ------------------------------------------------
Acquisition of notes receivable for contributed capital $393,183
========
Acquisition of inventory for contributed capital $346,488
========
</TABLE>
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
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IMTEK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 1, 1997
(DATE OF INCEPTION)
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NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:
1. NATURE OF BUSINESS
Imtek Corporation (the Company) was formed to engage in the sale and
servicing of copiers and facsimiles, sales of office supplies, rebuilding
and renting high volume copiers and duplicators and commercial printing
and copying. The Company anticipates conducting business in the Baltimore,
Washington, DC, and Richmond and Tidewater, Virginia metropolitan areas.
At April 1, 1997, the Company had not yet commenced operations.
2. INVENTORY
Inventory, which consists of Meta and Xerox copiers, is valued at the
lower of cost or market. Cost is determined on the first-in, first-out
(FIFO) method.
3. ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
4. CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months
or less to be cash equivalents.
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IMTEK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
APRIL 1, 1997
(DATE OF INCEPTION)
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NOTE B - NOTES RECEIVABLE
The Company owns three trade notes receivable, which were contributed by two
stockholders.
The first two notes receivable in the aggregate amount of $110,182 are
receivable in aggregate monthly installments of $8,473 including principal and
interest at 12%. These notes are unsecured and mature May, 1998.
The third note receivable, in the amount of $283,001, bears interest at 9% and
is secured by the stock of CMS Holdings, Inc. (a Virginia corporation engaged in
the sale of copiers and related service and supplies). This note is receivable
monthly, interest only, through December, 1997. Beginning January, 1998, this
note is receivable in monthly principal and interest installments of $7,215,
maturing September, 2001.
Maturities of these notes receivable are as follows for the years ending March
31:
<TABLE>
<S> <C>
1998 $107,241
1999 79,654
2000 84,219
2001 79,542
2002 42,527
</TABLE>
NOTE C - NON-CASH TRANSACTIONS
On April 1, 1997, the Company issued 50,000 shares of its common stock for
assets contributed by its stockholders.
Inventory, which consists of copiers, was valued at 30% of original cost, which
management believes approximates fair market value.
Notes receivable, which have been performing for periods varying between twelve
and twenty-four months were contributed at the remaining face value as of April
1, 1997, which management believes approximates fair market value.
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<PAGE> 1
EXHIBIT 1
AGREEMENT
AGREEMENT, made this 22nd day of April, 1997, by and among SPECTRUM
EQUITIES, INC., a Delaware corporation ("Buyer")and persons executing this
agreement (referred to collectively as "Shareholders" and individually as
"Shareholder") who own 100% of the outstanding shares of IMTEK CORPORATION, a
Maryland corporation (the "Company").
WHEREAS, Buyer desires to acquire all of the issued and outstanding shares
of common stock of the Company in exchange for 4,375,000 unissued shares of
Common Stock of Buyer (the "Common Stock"); 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 87.5% of
the then issued and outstanding shares of Buyer's Common Stock and Buyer holding
12.5% of the issued and outstanding shares of the Company's common stock (the
"Exchange Offer");
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 4,375,000 shares of its Common Stock in
exchange for all of the outstanding Company common stock with the holders of
such stock as set forth in Exhibit l.lA 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 Section 4(2) of the Act and the rules and regulations
promulgated thereunder.
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.
Nevertheless 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> 2
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
The Shareholders 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 Maryland, 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 50,000
shares of Common Stock, $1.00 par value, of which 50,000 shares are currently
issued and outstanding. The shares currently outstanding are 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 audited balance sheet
of Company as of April 1, 1997. The financial statements fairly present the
financial position of Company as of the date of the balance sheet included in
the financial statements, and the results of operation for the periods
indicated.
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,
2
<PAGE> 3
that is not reflected in such balance sheet. There have been no new liabilities
incurred other than those incurred in the ordinary course of business.
2.8 Tax Returns. Within the times and in the manner prescribed by law,
Company has filed all federal, state and local tax returns required by law and
has paid all taxes, assessments and penalties due and payable. 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
accountants and attorneys shall have the opportunity to meet with Company's
accountants and attorneys to discuss the financial condition, business and
operations of Company. Company shall make available to Buyer and/or its
representatives all books and records of Company. If the transaction
contemplated hereby is not completed, all documents received by Buyer and/or its
representatives 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, applicable federal, state or local statutes, laws and regulations
(including, without limitation, any applicable building, zoning or other law,
ordinance or regulation) affecting its properties or the operation of its
business, except for matters which would not have a material affect on Company
or its properties.
2.11 Litigation, Claims or Assessments. Except as set forth in Exhibit
2.11 hereto, Company is not a party to any suit, claim, assessment, 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 except in the ordinary course of
business.
2.12 Authority. The Shareholders will have full power and authority to
execute, deliver and perform this Agreement and this Agreement will be a legal,
valid and binding obligation of the Shareholders, 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.
2.13 Ability to Carry Out Obligations. The execution and delivery of this
Agreement by the Shareholders and the performance by them of their 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 is a party, or by which it may be
bound, nor will any consents
<PAGE> 4
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 Full Disclosure. None of the representations and warranties made by
the Shareholders herein, or in any exhibit, certificate, schedule or memorandum
furnished or to be furnished to Buyer hereunder, contains or will contain any
untrue statement of material fact, or omit any material fact the omission of
which would be misleading.
2.15 Assets. Company has good and marketable title to all of its property
and such property is subject only to liens and encumbrances created by the
security agreements and other contracts listed in Exhibit 2.15 hereto.
2.16 Material Contracts. Except as listed in Exhibit 2.16 hereto, or as
otherwise disclosed herein, Company has no material contracts to which it is a
party or by which it is bound.
2.17 Indemnification. The Shareholders, jointly and severally, 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, penalties, 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 the Shareholders to perform any of their respective
representations, warranties, covenants and agreements in this Agreement or in
any exhibit or other instrument furnished or to be furnished to Buyer under this
Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Shareholders that:
3.1 Organization. Buyer is a corporation duly organized, validly existing,
and in good standing under the laws of Delaware, has all necessary corporate
powers to own 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.
3.2 Capital. The authorized capital stock of Buyer consists of 10,000,000
shares of $.000001 par value Common Stock of which 625,000 shares of Common
Stock will be issued and outstanding immediately prior to the closing herein.
All of the issued and outstanding shares are duly and validly issued, fully paid
and nonassessable. There are no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or
4
<PAGE> 5
commitments obligating Buyer to issue or to transfer from treasury any
additional shares of its capital stock of any class.
3.3 Subsidiaries. As of the date of this Agreement, 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. At Closing such officers
and directors will resign.
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 September 30, 1996 and unaudited financial statements as of
December 31, 1996, containing the balance sheets of Buyer and the related
statements of income and retained earnings for the period then ended, and 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.
3.6 Absence of Changes. Since December 31, 1996, there has not been any
change in the financial condition or operations of Buyer, except for changes in
the ordinary course of business, which changes have not in the aggregate been
materially adverse.
3.7 Absence of Undisclosed Liabilities. As of December 31, 1996, 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 December 31, 1996. There
have been no new liabilities incurred since December 31, 1996, other than such
liabilities incurred in the ordinary course of Buyer's business.
3.8 Tax Returns. Within the times and in 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. The provisions for
taxes, if any, reflected in those balance sheets included in Exhibit 3.5 are
adequate for any and all federal, state, county and local taxes for the periods
ending on the date of those balance sheets and for all prior periods, whether or
not disputed. 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, Shareholders shall
have the opportunity to meet with Buyer's accountants and attorneys to discuss
the financial condition of Buyer. Buyer shall make available to Shareholders all
books and records of Buyer which Shareholders agree to keep confidential and
return to Buyer upon request.
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<PAGE> 6
3.10 Compliance with Laws. Buyer has complied with, and is not in
violation of, 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, claim, assessment,
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. Buyer is not engaged in any legal action to recover moneys due
to it except in the ordinary course of business.
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 incorporation, 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 Assets. Buyer has good and marketable title to all of its property
free and clear of any and all liens, claims and encumbrances.
3.17 Material Contracts. Buyer has no material contracts to which it is a
party or by which it is bound and has no operations.
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<PAGE> 7
3.18 Indemnification. Buyer agrees to indemnify, defend and hold the
Shareholders harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties, 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
ADDITIONAL SHAREHOLDER REPRESENTATIONS
4.1 Share Ownership. The Shareholders 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 suit-ability 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.
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<PAGE> 8
(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 a speculative investment, 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 stating that the securities have not been registered under the Act or
any state securities laws and setting forth or referred to the restrictions on
transferability and sales of the Buyer Shares.
4.5 Release. As of the Closing herein, Shareholders do hereby release the
Company from all claims, debts and liabilities to them.
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.
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5.3 Compliance with Securities Laws. The Shareholders acknowledge that
Buyer is subject to the SEC filing and information requirements under the
Securities Exchange Act of 1934. Shareholders shall cause the Company to comply
with the requirements of such Act, including filing of Form 8-K reporting rhe
consummation of the transaction herein and all subsequent reports and filings
required by the Act and the rules and regulations thereunder in the manner and
at the time required.
5.4 Change of Management. Buyer will cause new officers and directors
selected by the Shareholders to be elected as of the Closing.
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 VI. 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 Company 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 under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
6.3 Performance. Company 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 or Shareholders 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 Net Tangible Assets. As of the Closing, the Company shall have net
tangible assets (total assets minus total liabilities minus goodwill) in excess
of $700,000.
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6.7 Certificate. Shareholders shall have delivered to Buyer a certificate,
dated the Closing Date, and signed by the Shareholders and the President of
Company, certifying that each of the conditions specified in Sections 6.2
through 6.6 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 VII. 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 Company's and 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 April 30, 1997.
At the Closing:
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(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) Shareholders shall deliver a Shareholders' certificate, as
described in Section 6.7 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 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, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, covenants, or conditions, (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
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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, and supersedes all prior agreements
and understandings.
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 simultaneously 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: Spectrum Equities, Inc.
9942 N.W. 6th Place
Plantation, FL 33324
Shareholders: c/o Ed Hirsch
8028 Ritchie Highway, Suite 208
Pasadena, MD 21122
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.
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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, certificate, 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.
AGREED TO AND ACCEPTED as of the date first above written.
SPECTRUM EQUITIES, INC.
By:
---------------------------
President
THE COMPANY SHAREHOLDERS:
------------------------------
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EXHIBIT 1.1A
Company Shares Buyer Shares
Shareholder Owned to be Received
- ----------- -------------- --------------
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<PAGE> 1
EXHIBIT 2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SPECTRUM EQUITIES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
SPECTRUM EQUITIES, INC.
2. The certificate of incorporation of the Corporation is hereby amended
by striking out Article I thereof and by substituting in lieu of said Article
the following new Article:
"ARTICLE I: The name of this corportion is IMTEK OFFICE SOLUTIONS,
INC."
3. The number of outstanding shares of common stock of this Corporation is
hereby reduced as follows: Each 400 shares of the Corporation's outstanding
common stock, $.000001 par value per share, shall be and they are hereby
automatically changed (without any further act) into one share of common stock,
$.000001 par value per share, provided that any fractional shares arising out of
the foregoing reduction split shall be increased to the next whole share.
Immediately after the effective date of this amendment, the stockholders of
record as of the close of business on the effective date, shall be given notice
to surrender their certificates for shares
<PAGE> 2
of common stock, $.000001 par value per share, to the transfer agent for
cancellation and reissuance in accordance with the terms of the foregoing
reduction.
The Board of Directors of the Corporation or any executive committee
thereof is empowered to adopt further rules and regulations concerning the
foregoing reduction and to appropriately adjust any options, warrants or other
securities which are convertible into shares of the Corporation's common stock.
The amendment of the certificate of incorporation herein certified has
been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
Signed on: April 28, 1997
----------------------------------
President
Attest:
- ----------------------------------
Secretary
