U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of
Report (Earliest Event reported): March 14, 2000
e Personnel Management.com
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-20598 75-2293489
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
120 St. Croix Avenue
Cocoa Beach, FL 32931
(Address of Principal/Executive Offices)
321-799-3842
(Registrant's telephone number including area code)
ITEM 1. Changes in Control of Registrant
None
ITEM 2. Acquisition or Disposition of Assets
On March 14, 2000, the Company entered into a "Stock Exchange Agreement"
with Russell P. Ferry (Ferry), owner of 15,000 shares of Interstate
Management Services Company (IMSC) common stock, a Company incorporated in
the State of Nevada with an authorized capital of 25,000 shares of common
stock, no par value, of which 20,000 shares are duly and validly issued and
outstanding. The Company issued 750,000 shares of common stock in exchange
for Ferry's 15,000 shares of IMSC common stock.
ITEM 3. Bankruptcy or Receivership
None
ITEM 4. Changes in Registrant's Certifying Accountant
None
ITEM 5. Other Events
None
ITEM 6. Resignations of Registrant's Directors
None
ITEM 7. Financial Statements and Exhibits
(1) Pro Forma Financial Information - Currently, the Company is unable to
determine the book value of the subsidiary acquired. Complete information
is forthcoming, and when accurate figures are produced, the financial
information for the quarter ended March 31, 2000, will be updated and an
amended Form 10QSB will be completed. The shares were issued on April 4,
2000.
(2) Exhibit 2 Stock Exchange Agreement
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.
Dated: May 19, 2000 e Personnel Management.com
/s/ Donna Anderson
President
EXHIBIT 2
STOCK EXCHANGE AGREEMENT
This STOCK EXCHANGE AGREEMENT (the "Agreement") is entered into as of March 14,
2000 ("Effective Date"), by and between Definition, Ltd. ("Company") and Russell
P. Ferry ("Ferry").
WHEREAS, the Company is a duly incorporated Nevada corporation whose authorized
capital stock consists of 100,000,000 shares of common stock, no par value
("Company Common stock"), of which 12,800,000 shares, and no more, are duly
and validly issued and outstanding prior to the additional issue of 750,000
shares for the purpose of this transaction; and
WHEREAS, the Company is causing the issuance 750,000 shares of Definition, Ltd.,
Inc. common stock ("DFNL Shares"); and
WHEREAS, Ferry owns 15,000 shares of Interstate Management Services Company
common stock ("IMSC Shares"),
WHEREAS, IMSC is a duly incorporated Nevada corporation whose authorized capital
stock consists of 25,000 shares of common stock, no par value ("Company common
stock"), of which 20,000 shares, and no more, are duly and validly issued and
outstanding; and
WHEREAS, Ferry desires to accept and the Company desires to exchange 750,000
shares of DFNL Shares bearing the legend and subject to the restriction of
Rule 144 et seq. as promulgated by the Securities and Exchange Commission,
in exchange for the 15,000 IMSC Shares, on the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
ARTICLE I
EXCHANGE OF SHARES
1.01 Exchange of Shares. Subject to the terms and conditions of this
Agreement, the Company hereby agrees to exchange, convey, transfer and deliver,
and Ferry hereby agrees to accept, all right, title and interest in and to the
DFNL Shares in exchange for the IMSC Shares. On the Closing Date (as defined
below), Ferry shall deliver to the Company: (a) a duly endorsed stock
certificate(s) representing all the IMSC Shares of Ferry, and (c) such other
instruments of transfer as, in the opinion of the Company's counsel, shall be
reasonably necessary to or in furtherance of the effective conveyance to the
Company of good and marketable title to such Shares. On the Closing Date
(as defined below), the Company shall deliver to Ferry duly endorsed stock
certificate(s) representing all the DFNL Shares.
1.02 Consideration. In consideration for the transfer of the DFNL Shares,
Ferry shall exchange and the Company shall accept the IMSC Shares as set
forth in subparagraph (a), (b) and (c) hereof, which consideration shall be
determined and payable by Ferry as follows:
(a) On the Closing Date (as defined below), Ferry shall transfer 15,000 shares
of IMSC Common stock to the Company;
(b) The Company, in consideration for the benefits identified at paragraph (a)
above, shall deliver 750,000 shares of DFNL Common stock bearing the legend and
subject to the restriction of Rule 144, et seq. as promulgated by the
Securities and Exchange Commission.
(c) The Closing Date shall be on or before the date fifteen (15) days from and
after the date upon which Ferry executes this Stock Exchange Agreement,
provided, however, that the conditions precedent hereto set forth at Article
IV hereof have been met or have been waived in writing by the Company.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY
The Company hereby represents and warrants to Ferry as follows:
2.01 Corporate Organization. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada,
and has full power and authority to carry on its business as it is now being
conducted and to own or lease the properties and assets it now owns or
leases. The Company is not qualified to do business as a foreign
corporation in any jurisdiction other than California, and in no other
jurisdiction does the character or location of the Company's properties or
the nature of its business make such qualification necessary.
2.02 Capitalization.
(a) The authorized capital stock of the Company consists of 100,000,000 shares
of Company common stock, no par value, of which only 12,800,000 shares are
issued and outstanding prior to the issue of an additional 750,000 shares of
Company common stock for this transaction. There are 175,000 shares of
preferred stock issued at $10.00 per share which can be converted to common
stock. All issued shares of Company common stock are duly and validly
issued, fully paid and nonassessable. There are no shares of capital stock
of the Company issued, other than shares of Company common stock; and there
are no outstanding options, warrants, rights, contracts, agreements,
commitments, understandings or arrangements by which the Company is or may be
bound or obligated to issue any additional shares of its capital stock or any
security convertible thereto or exchangeable therefor or to repurchase any
outstanding shares of Company common stock. There are no amounts owed to any
person by the Company as a result of any repurchase or redemption by the
Company of its capital stock.
(b) The Company owns the 750,000 shares of the outstanding shares of the
Definitions, Ltd. ("DFNL") common stock. Further, the Company owns all of
its shares free and clear of all liens, encumbrances, rights, charges and
assessments of every nature. The shares are subject to the restriction on
transferability, Rule 144, et seq. as promulgated by the Securities and
Exchange Commission. The Company has not granted any option, warrant or
right to purchase or acquire any of the shares nor has the Company entered
into any contract, agreement, commitment, understanding or arrangement
relating to the shares, or by which the Company is or may be bound or
obligated to transfer or dispose of any of the shares.
Upon the transfer of the DFNL Shares to Ferry hereunder, Ferry will have
good and marketable legal and beneficial title thereto, free and clear of all
liens, encumbrances, rights, charges and assessments of any nature
whatsoever, except as provided by this Agreement.
2.03 Authorization.
(a) The execution, delivery and performance by the Company of this Agreement and
all documents and instruments contemplated hereby, referenced herein or executed
in connection herewith (collectively, the "Related Documents"), and the
performance by the Company of the transactions contemplated hereby and
therein, have been duly authorized and approved by all necessary corporate
proceedings of the Company, and this Agreement and each of the Related
Documents has been duly executed and delivered by the Company and
constitutes a valid and binding agreement of the Company, enforceable
against the Company in accordance with the terms thereof.
(b) Ferry has the power and authority to enter into this Agreement and the
Related Documents and to perform Ferry's respective obligations hereunder.
This Agreement and each of the Related Documents have been duly executed and
delivered by Ferry and constitutes a valid and binding agreement of Ferry,
enforceable against Ferry in accordance with the terms thereof.
2.04 No Violation. Neither the execution of this Agreement nor any of Related
Documents nor the consummation of the transactions contemplated hereby or
thereby will: (a) violate or conflict with any provision of the Articles of
Incorporation or Bylaws of the Company, (b) violate or conflict with, or
result in the breach or termination of, or otherwise give any other
contracting party the right to terminate, or constitute a default (or an
event which, with the lapse of time, or the giving of notice, or both, will
constitute a default) under, any contract or other instrument to which the
Company or Ferry is a party or by which the Company or Ferry are bound. The
Company is aware that Ferry has been a party to a contract with Connecticut
Surety Company regarding the IMSC Shares which are the subject of this
agreement. The Company is also aware that said agreement has been, Ferry
contends, repudiated and breached by Connecticut Surety Company.
Neither the execution of this Agreement nor any of Related Documents nor
the consummation of the transactions contemplated hereby or thereby (c) will
or result in the creation of any lien, charge or encumbrance upon the
properties or assets of the Company or the Shares pursuant to the terms of
any such contract or instrument, (d) violate or conflict with any law,
regulation, judgment, order, writ, injunction or decree of any court or
governmental body of any jurisdiction as such law or regulation is related
to Ferry, or the Company or its assets. Neither the Company nor Ferry is a
party to, subject to or bound by any agreement or judgment, order, writ,
injunction or decree of any court or governmental body that prevents the
making of, or the consummation of the transactions contemplated by, this
Agreement or the Related Documents.
2.05 Governmental Authorities. Neither the Company nor Ferry is required to
submit any notice, report or other filing to any governmental or regulatory
authority required to be obtained by any of the foregoing in connection with
the execution or delivery by the Company or Ferry of this Agreement or the
consummation of the transactions contemplated hereby.
2.06 Litigation. There is no investigation by any governmental agency, suit,
action, proceeding or claim (including product liability claims) pending,
expressly threatened against, or affecting, the Company or the business or
assets of the Company, and neither Company nor Ferry has received written
notification or knows of any basis of or grounds for any such investigation,
action, suit, proceeding, or claims against the Company, nor is there any
judgment, decree, injunction, rule or order of any court, governmental
department, commission, agency, instrumentality or arbitrator outstanding
against the Company.
2.07 Tax Matters. The Company has filed all federal, state and local tax
returns and reports heretofore required to be filed by them except for those
returns which Connecticut Surety Company representatives have declined to
execute. The Company has no current extensions for the filing of any such
returns or reports. Adequate provisions have been made in the Audited and
Unaudited Balance Sheets as of the date thereof for the payment of all then
accrued and unpaid federal, state, local and foreign taxes, whether or not
then due and payable and whether or not disputed, except as may be set forth
in explanatory notes thereto. The federal or state income, sales or other
tax returns and reports of the Company have not been examined by the
Internal Revenue Service or state tax authorities for any of the past three
(3) years, and all such returns and reports constitute a complete and
accurate representation of the tax liabilities of the Company.
2.08 Compliance with Applicable Laws. The Company has since its inception,
in the conduct of its business, complied and is in compliance with all
foreign, federal, state or local laws, statutes, ordinances and regulations
applicable to it, the enforcement of which, if it were not in compliance,
would have a materially adverse effect on the Company. The ownership of
property by, and operation of the business of, the Company do not conflict
with applicable laws or regulations or rights of other parties. The Company
holds and, upon consummation of the transactions contemplated by this
Agreement and by the Related Documents, Company will hold, all registrations,
licenses, franchises, permits and authorizations necessary for the lawful
conduct of the business of the Company and the possession, operation, and
use of its assets and properties.
2.09 No Misstatements. Neither this Agreement, nor any other document,
certificate or written statement prepared by Company and/or Ferry and
furnished to the Company in connection herewith, contain any untrue
statement of material fact or omits to state a material fact known to Ferry
necessary in order to make the statements contained herein and therein not
misleading as of the date thereof or hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF FERRY
Ferry hereby represents and warrants to the Company as follows:
3.01 Corporate Organization. IMSC is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, and has
full power and authority to carry on its business as it is now being
conducted and to own or lease the properties and assets it now owns or
leases. The Company is not qualified to do business as a foreign
corporation in any jurisdiction other than California, and in no other
jurisdiction does the character or location of the Company's properties or
the nature of its business make such qualification necessary.
3.02 Capitalization.
(a) The authorized capital stock of IMSC consists of 25,000 shares of IMSC
common stock, no par value, of which only 20,000 shares are issued and
outstanding. All issued shares of IMSC common stock are duly and validly
issued, fully paid and nonassessable. There are no shares of capital stock
of IMSC issued, other than shares of IMSC common stock; and there are no
outstanding options, warrants, rights, contracts, agreements, commitments,
understandings or arrangements by which IMSC is or may be bound or obligated
to issue any additional shares of its capital stock or any security
convertible thereto or exchangeable therefor or to repurchase any outstanding
shares of IMSC common stock. There are no amounts owed to any person by IMSC
as a result of any repurchase or redemption by IMSC of its capital stock.
(b) Ferry owns 15,000 shares of the outstanding shares of IMSC common stock.
Further, Ferry owns all of his shares free and clear of all liens, encumbrances,
rights, charges and assessments of every nature. Ferry has not granted any
option, warrant or right to purchase or acquire any of the shares nor has
Ferry entered into any contract, agreement, commitment, understanding or
arrangement relating to the shares, or by which IMSC is or may be bound or
obligated to transfer or dispose of any of the shares.
Upon the transfer of the IMSC Shares to the Company hereunder, the Company
will have good and marketable legal and beneficial title thereto, free and
clear of all liens, encumbrances, rights, charges and assessments of any
nature whatsoever, except as provided by this Agreement.
3.03 No Conflict with Other Instruments or Agreements. The execution,
delivery and performance of this Agreement by Ferry will not result in a
breach or violation of, or constitute a default or any material agreement
to which the Ferry is a party or by which Ferry is bound or to which any of
his property is subject. The Company is aware that Ferry has been a party to
a contract with Connecticut Surety company regarding the IMSC Shares which
are the subject of this agreement. The Company is also aware that said
agreement has been, Ferry contends, repudiated and breached by the
Connecticut Surety Company.
3.04 Governmental Authorities. Ferry is not required to submit any notice,
report or other filing with any governmental or regulatory authority in
connection with the execution or delivery by Ferry of this Agreement and
the consummation of the transactions contemplated hereby. No consent,
approval or authorization of any governmental or regulatory authority is
required to be obtained by Ferry or any affiliate in connection with Ferry's
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby.
ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY
Each and every obligation of the Company under this Agreement to be performed
on or before the Closing Date shall be subject to the satisfaction, on or
before the Closing Date, of each of the following conditions precedent,
except to the extent that the Company shall have waived in writing such
satisfaction:
4.01 Representations and Warranties; Performance. Each of the representations
and warranties made by the Company and Ferry herein shall be true and correct
in all material respects on the Closing Date with the same effect as though
made on such date; and Company and Ferry shall have performed and complied with
all agreements, covenants and conditions required by this Agreement to be
performed and complied with by the Company and Ferry prior to the Closing
Date. The Company shall have received a certificate of the President of the
Company; such certificate to be dated the Closing Date, certifying to the
fulfillment of the foregoing conditions and the absence of a material
adverse change as described in Section 4.02 below, in a form acceptable to
the Company and its counsel.
ARTICLE V
OTHER MATTERS
5.01 Confidentiality. Each party will cause its directors, officers,
employees or authorized representatives to hold in strict confidence, and
not disclose to any third party, without prior written consent of the other
party, all confidential information received by it in connection with the
transactions contemplated hereby, except as may be required by applicable
law or as otherwise contemplated herein. In the event that this Agreement
is terminated for any reason, each party shall return to the other party all
copies of documentary information received from the other party and all
documents prepared by each party which contain non-public information
regarding the other party.
5.02 Consents. The Company shall obtain all consents necessary to the
consummation of the transaction contemplated hereby.
ARTICLE VI
INDEMNIFICATION
6.01 Notice of Liability.
(a) Third Party Claims. Ferry and the Company shall, in a timely manner,
provide each other with notice of all third party actions, suits,
proceedings, claims, demands or assessments which may be subject to the
indemnification provisions of this Article VI (collectively, "Third Party
Claims") brought at any time following the Closing Date, including, without
limitation, in the case of the Company, Third Party Claims which are not
expected to result in any indemnity liability on the part of Ferry and shall
otherwise make available all relevant information material to the defense of
any Third Party Claims against it. The Company and Ferry acknowledge the
possibility of a claim from Connecticut Surety Company. Given the knowledge
of Company relative to said possible Connecticut Surety Company claim, the
same shall be exempt from the obligation to indemnify set forth herein. The
indemnifying party shall have the right to elect to join in the defense of
any such Third Party Claim at its sole expense, and no claim shall be
settled or compromised without the consent of the indemnifying party
(including within such term Ferry, if the settlement or compromise is
expected to result in liability to or by Ferry) unless the indemnifying party
shall have failed, after the lapse of a reasonable time, but in no event more
than fifteen (15) days, after notice to it or them of such proposed
settlement to notify the indemnified party of the indemnifying party's
objection thereto. If the indemnifying party wishes, it may control the
defense of such litigation, at its own expense, insofar as such claim may
result in liability to the indemnifying party. A party's failure to give
timely notice or to provide copies of documents or to furnish relevant data
in connection with any Third Party Claim shall not constitute a defense (in
part or in whole) to any claim for indemnification by such party, except and
only to the extent that such failure shall result in any prejudice to the
indemnifying party. Notwithstanding the foregoing, in the event that Ferry
determine not to assume the defense of any Third Party Claim on the grounds
that such Third Party Claim is unlikely to cause the Company's Damage, the
Company shall nevertheless keep Ferry informed of the conduct of the defense
of, and of any settlement negotiations relating to, such Third Party Claim,
and Ferry shall have the option at any time to assume the defense thereof at
their sole expense as hereinabove provided.
(b) Non-Third Party Claims. The Company shall deliver to Ferry, and Ferry
shall deliver to the Company, as applicable, itemized statements setting
forth all outstanding claims for indemnification under this Article VI,
other than Third Party Claims. Within thirty (30) days after receipt of any
notice under the preceding sentence, the indemnifying party shall give notice
to the indemnified party of: (A) the acquiescence by the indemnifying party
in whole to the claim; (B) the acquiescence by the indemnifying party in part
to the claim; or (C) the rejection by the indemnifying party in whole of the
claim. Failure by the indemnifying party to deliver such notice within such
thirty (30) day period shall be deemed to be an acceptance of the validity of
the indemnified party's claim and a waiver of any right to contest the
validity or amount of such claim.
6.02 Mandatory Arbitration. Notwithstanding any other provision hereof or in
a Related Document, in the event of any dispute between the Company and Ferry
regarding a claim for indemnity under the provisions of this Agreement, the
dispute, including the amount of any damages suffered by any party, and any
issues as to the arbitrability of such dispute, shall be settled to the
exclusion of a court of law, by arbitration in San Diego, California, by a
panel of three arbitrators in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect. Each party
shall choose one arbitrator, with a third arbitrator chosen by the two
arbitrators so selected. The decision of a majority of the arbitrators
shall be final and binding upon the parties and their respective successors
and assigns. Each party shall pay the expenses of its witnesses. All other
costs of the arbitration, including, without limitation, the fees and
expenses of the arbitrators, the cost of the record or transcript thereof,
if any, administrative fees, the attorneys fees of the parties, and all
other fees and costs shall be allocated to the Company and Ferry as
determined by a majority of the arbitrators, it being the intention of the
parties that a prevailing party in a proceeding hereunder be made whole with
respect to its reasonable attorneys' fees and expenses.
ARTICLE VII
CLOSING
Unless this Agreement shall have been terminated and the transactions
contemplated hereby shall have been abandoned, the closing (the "Closing")
shall be held at the offices of FITZMAURICE & DEMERGIAN, 550 West "C" Street,
Suite 990, San Diego, California 92101, or at such other place as the
parties may agree. At the Closing, the parties to this Agreement will
exchange instruments and documents in order to determine whether the terms
and conditions of this Agreement have been satisfied. The date of such
Closing is herein referred to as the "Closing Date."
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.01 Amendment and Modification. Subject to applicable law, this Agreement
may be amended, modified or supplemented only by written agreement of the
Company and Ferry.
8.02 Waiver of Compliance; Consents. Any failure of Ferry, on the one hand,
or the Company, on the other hand, to comply with any obligation, covenant,
agreement or condition herein may be waived in writing by the party entitled
to the performance of such obligation, covenant or agreement or who has the
benefit of such condition, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure. Whenever this Agreement requires or permits consent by or on behalf
of any party hereto, such consent shall be given in writing in a manner
consistent with the requirements for a waiver of compliance as set forth
above.
8.03 Investigations and Survival. The respective representations, warranties,
covenants and agreements of the Company and Ferry contained herein or in any
other documents delivered prior to or at the Closing shall not be deemed
waived or otherwise affected by any investigation made by any party hereto
nor shall they be affected by the Closing, but shall survive same.
8.04 Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to
have been duly given when delivered by hand or upon deposit with a reputable
overnight courier, charges prepaid, or upon deposit with the United States
Postal Service, certified or registered mail, return receipt requested, with
postage prepaid:
(a) If to Ferry:
Russell P. Ferry
P.O. Box 1177
Cardiff, CA 92007
(b) If to the Company, to:
Donna Anderson
Definition, Ltd.
783 William Road, Ste. A
Palm Springs, CA 92264
or to such other person or address as a party shall furnish to the other
parties in writing pursuant to the above.
8.05 Assignment. Neither this Agreement nor any rights or benefits herein
shall be assigned by a party hereto without the prior written consent of the
other parties hereto, except that the Company may assign same after the
Closing and without consent to any entity which controls, is controlled by or
under common control with the assigning party. Subject to the foregoing,
this Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns.
8.06 Governing Law. All matters with respect to this Agreement, including but
not limited to matters of validity, construction, effect and performance, shall
be governed by the laws of California applicable to contracts made and to be
performed therein between residents thereof (regardless of the laws that
might be applicable under principles of conflicts of law).
8.07 Counterparts. This Agreement may be executed in two or more fully or
partially executed counterparts, each of which shall be deemed an original
binding the signer thereof against the other signing parties, but all
counterparts together shall constitute one and the same instrument.
8.08 Headings. The article and section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.09 Joint Effort. The provisions of this Agreement have been examined,
negotiated and revised by counsel for each party, and no implication shall be
drawn against any party hereto by virtue of the drafting of this Agreement.
8.10 Entire Agreement. This Agreement, the Exhibits hereto, the Related
Documents, the Disclosure Schedule and any other document to be furnished
pursuant to the provisions hereof embody the entire agreement and
understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, representations,
warranties, covenants, or undertakings, other than those expressly set forth
or referred to in such documents. This Agreement and such documents
supersede all prior agreements and understandings between the parties with
respect to such subject matter.
8.11 Attorneys' Fees and Venue. In the event any action is brought by any
party to this Agreement to enforce or interpret its terms or provisions, the
prevailing party shall be entitled to reasonable attorneys' fees and costs.
Any action to enforce or interpret the Agreement, if not arbitrated, shall be
brought and maintained in the State or Federal Courts in and for the City of
San Diego, California, to the exclusion of all other jurisdictions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
"COMPANY"
DEFINITION, LTD.
By:__________________________
Donna Anderson
President
"FERRY"
RUSSELL P. FERRY
By: _____________________________
Russell P. Ferry
