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) September 5, 1996
CONSYGEN, INC.
--------------
(Exact Name of Registrant as Specified in Its Charter)
Texas 0-17598 76-0260145
----- ------- ----------
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
10201 S. 51st Street, Suite 140, Phoenix, AZ 85044
-------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(602) 496-4545
--------------
Registrant's telephone number, including area code
C Square Ventures, Inc., 551 NW 77th Street, Suite 109,
Boca Raton, Florida 33487-1330
------------------------------
(Former Name or Former Address, If Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On September 5, 1996, the Registrant acquired all the issued and
outstanding capital stock of ConSyGen, Inc., an Arizona corporation (the
"Acquired Company"), from the stockholders of such corporation, including Robert
L. Stewart, who was then the controlling stockholder of the Acquired Company.
The Acquired Company is engaged in the business of rendering automated software
conversion services, and its assets consist primarily of proprietary software
conversion technology. The Registrant intends to continue to use the assets of
the Acquired Company to render automated software conversion services. In
connection with the acquisition of the Acquired Company, the Registrant issued
an aggregate 13,125,000 shares of its common stock, of which 9,275,000 shares
were issued to the stockholders of the Acquired Company. The number of shares
issued to the stockholders of the Acquired Company in connection with the
acquisition was based upon a determination by the Board of Directors of the
Registrant as to the fair market value of the business of the Acquired Company.
For accounting purposes, the transaction has been treated as a recapitalization
of the Acquired Company, with the Acquired Company being treated as the acquiror
("reverse acquisition").
In connection with the acquisition, the stockholders of the Acquired
Company surrendered 9,275,000 shares of Common Stock, being all the issued and
outstanding capital stock of the Acquired Company, of which 8,187,000 shares
were surrendered by Robert L. Stewart, the former controlling stockholder of the
Acquired Company, who, in connection with the acquisition, acquired control of
the Registrant. The basis of the controlling stockholder's control of the
Registrant is the percentage of the issued and outstanding voting securities of
the Registrant beneficially owned by such person. Following the acquisition, the
former stockholders of the Acquired Company beneficially owned in the aggregate
approximately 69% of the issued and outstanding voting securities of the
Registrant, including 8,187,000 shares owned beneficially by Mr. Stewart (now
the controlling stockholder of the Registrant), which represent approximately
61% of the issued and outstanding voting securities of the Registrant. Carl H.
Canter was the former controlling stockholder of the Registrant, who
relinquished control of the Registrant in connection with the acquisition.
ITEM 2. ACQUISITION OF ASSETS
Please refer to Item 1, Changes in Control of Registrant, for a
description of the transaction in which the Registrant acquired a significant
amount of assets.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. It is impracticable at
this time for the Registrant to file the required financial statements with
respect to the business acquisition described in Item 2 of this Form 8-K. The
Registrant anticipates that the required financial statements will be filed on
or before November 19, 1996.
(b) Exhibits.
Exhibit No. Description of Exhibit
2 Plan of Acquisition
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ConSyGen, Inc..
-----------------------------
(Registrant)
Date: November 18, 1996 /s/ Robert L. Stewart
---------------------
Robert L. Stewart
(President)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2 Plan of Acquisition
AGREEMENT
---------
AGREEMENT, made this 28th day of August, 1996, by and among C SQUARE
VENTURES, INC., a Texas corporation ("Buyer") and persons executing this
agreement (referred to collectively as "Shareholders" and individually as
"Shareholder") who own 100% of the outstanding shares of CONSYGEN, INC., an
Arizona corporation (the "Company").
WHEREAS, Buyer desires to acquire all of the issued and outstanding
shares of common stock of the Company in exchange for 9,275,000 unissued shares
of the common stock of Buyer (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 9,275,000 of the
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 I
---------
EXCHANGE OF SECURITIES
----------------------
1.1 ISSUANCE OF SHARES. Subject to all of the terms and conditions of
this Agreement, Buyer agrees to exchange 9,275,000 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 1.1 hereto. The Common Stock will be issued
directly to the Shareholders of the Company on the Closing. After the exchange
the Buyer will have 16.111.116 outstanding shares on a fully diluted basis,
which includes 1,725,000 shares reserved for issuance under the Company's
employee stock options and 1,000,000 shares reserved for outstanding warrants.
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.
ARTICLE 2
---------
REPRESENTATIONS AND WARRANTIES OF COMPANY
-----------------------------------------
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 Arizona, 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
20,000,000 shares of Common Stock, $.01 par value, of which 9,275,000 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 other than employee stock options for 1,725,000 shares and 1,000,000
outstanding warrants exercisable at $5.00 per share.
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 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 balance sheet of
Company as of June 30, 1996. The 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.
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. 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 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) affecting its properties or
the operation of its business, except for matter which would not have a material
affect on Company or its properties.
2.11 LITIGATION. Except as set forth in Exhibit 2.11 hereto, 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 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 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 FULL DISCLOSURE. None of the representations and warranties made
by Company herein, and 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.
2.15 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 2.16 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.
ARTICLE 3
---------
REPRESENTATIONS AND WARRANTIES OF BUYER
---------------------------------------
Buyer represents and warrants to Company and the Shareholders 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 $.003 par value Common Stock of which 4,111,116 shares of
Common Stock are currently issued and outstanding. As of the Closing, 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 commitments obligating
Buyer to issue or to transfer from treasury any additional shares of its capital
stock of any class. The foregoing reflects 1 for 40 reverse stock split approved
on August 22, 1996.
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 May 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 which the balance sheets included in the financial
statements, and the results of operations for the period indicated.
3.6 ABSENCE OF CHANGES. Since May 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, reverse stock split referred to above and issuance of
4,000,000 shares of common stock.
3.7 ABSENCE OF UNDISCLOSED LIABILITIES. As of June 30, 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 May 31, 1996. As of the
Closing, Buyer will have no liabilities in excess of $10,000 in the aggregate.
At the Closing, $187,780 of liabilities to Carl Canter will be forgiven.
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. Except as set forth in Exhibit 3.12, 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 conditions. 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.
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, by-law, 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.
ARTICLE 4
---------
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
----------------------------------------------
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 except as provided by provisions of the Securities Act.
(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.
(a) 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.
(b) Indemnification. Carl M. Canter, in his individual
capacity, recognizes that the offer of the Company and the Shareholders is based
upon the representations and warranties of Buyer set forth and contained herein
and hereby agrees to indemnify and hold harmless the Company, Buyer and
Shareholders against all liability, costs or expenses (including reasonable
attorney's fees) arising as a result of any material misrepresentations made
herein by Buyer).
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 Shares.
ARTICLE 5
---------
COVENANTS
---------
5.1 INVESTIGATIVE RIGHTS. From the date of this Agreement until this
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.
5.3 COMPLIANCE WITH SECURITIES LAWS.
(a) 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 the 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.
(b) Buyer represents that it has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months. Buyer additionally represents that it has complied with
all requirements of the Securities Exchange Act of 1934 and any other applicable
federal or state securities laws, except where the failure to so comply would
not have a material adverse effect on the transaction contemplated by this
agreement.
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 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 or
before _________________, 1996 or such date as shall be mutually agreed upon by
the parties. 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) Shareholders 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,
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 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 Arizona.
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: The Canter Corporation
-----
551 N.W. 77th Street, Suite 109
Boca Raton, FL 33487
Shareholders:
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, 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 of 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 Maricopa County, Arizona, 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 28th day of August, 1996
CONSYGEN, INC. C SQUARE VENTURES, INC.
By: /s/ Robert L. Stewart By: /s/ Carl Kanter
---------------------------- --------------------
Robert L. Stewart, President President
OMITTED SCHEDULES & EXHIBITS
1.1 List of Company's Shareholders
2.4 List of Officers and Directors of Company
2.5 Company Balance Sheet at June 30, 1996
2.11 Exception Schedule for Company Litigation (N/A)
2.16 Exception Schedule for Liens on Company Assets (N/A)
3.4 List of Officers and Directors of Buyer
3.5 Buyer Financial Statements at May 31, 1996
3.12 Exception Schedule for Buyer Litigation (N/A)
The Registrant undertakes to supply copies of the omitted Schedules and Exhibits
to the Commission upon request.
