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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) May 7, 1997
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PACKAGING PLUS SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-18094 11-2781803
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
formation)
20 South Terminal Drive, Plainview, New York 11803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 349-1300
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(Former name or former address, if changed since last report)
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Item 2. Acquisition and Disposition of Assets.
On May 7, 1997 (the "Closing Date"), the Registrant
consummated a purchase of all of the outstanding capital stock
of each of Rapid Delivery Services, Inc. ("Rapid"), a New York
corporation, and Worldwide Logistics Services, Inc.
("Worldwide"), a New York corporation (collectively,
"Rapid-Worldwide"), pursuant to that certain Stock Purchase
Agreement (the "Stock Purchase Agreement") dated as of April
22, 1997, by and between the Registrant, Rapid-Worldwide and
James Zimbler (the sole shareholder of each of Rapid and
Worldwide). In consideration for all of the outstanding
capital stock of Rapid-Worldwide, the Registrant (i) issued to
Mr. Zimbler unregistered shares of the Company's common stock
having a market value on the Closing Date of $350,000 based on
the average closing bid price of the Registrant's common stock
for the five (5) trading days immediately prior to the Closing
Date (the "Shares"), and (ii) agreed to make available to Mr.
Zimbler, at the discretion of the Chairman of the Registrant,
up to $75,000 to be used exclusively for the operations of
Rapid-Worldwide. The Shares, which are "restricted"
securities, as that term is defined by Rule 144 of the
Securities Act of 1933, as amended (the "Act"), are to be
issued to Mr. Zimbler in four (4) equal installments
commencing with the first payment on the Closing Date, and the
remaining three equal payments to be made four, eight and
twelve months after the Closing Date, respectively. Mr.
Zimbler will continue to serve as President of Rapid-
Worldwide for at least two (2) years, unless terminated for
cause, and will be paid a salary of $60,000 per annum.
The purchase price for Rapid-Worldwide is subject to
adjustment subsequent to the Closing Date. In the event that
the gross revenues generated by Rapid-Worldwide for the first
twelve (12) months after the Closing Date (the "Period") are
less than $750,000, for each $50,000 increment less than
$750,000 in revenues, Mr. Zimbler will immediately return ten
percent (10%) of the Shares to the Registrant. In the event
that the gross sales of Rapid-Worldwide equal at least
$750,000 for the Period, and Rapid-Worldwide has net sales of
$100,000 or more for the Period, Mr. Zimbler shall receive a
bonus of $60,000, payable in shares of the Registrant's common
stock, based on the average closing bid price of the
Registrant's common stock for the last five (5) trading days
of the Period. In addition, in the event that the gross sales
of Rapid-Worldwide are in excess of $750,000 for the Period,
and Rapid-Worldwide has net sales in excess of $100,000 for
the
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Period, for every $100,000 in net sales in excess of the
initial $100,000 in net sales (if any) of Rapid-Worldwide
with respect the Period, Mr. Zimbler shall receive an
additional bonus of $10,000, payable in shares of the
Registrant's common stock, calculated in the same manner as
discussed in the preceding sentence.
The Registrant has the right during the eighteen (18)
month period from the Closing Date to repurchase all or any
part of the Shares at a price equal to the original purchase
price, plus ten percent (10%).
Rapid offers same-day delivery service for shipments
within the eastern United States, and next day delivery to the
western United States. Worldwide offers single source
solutions for transportation and logistics management from
point of origin to point of consumption.
The disclosure contained herein is qualified in its
entirety by reference to the Stock Purchase Agreement, a copy
of which is annexed hereto as Exhibit A.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
As of the date of filing of this Current Report on
Form 8-K, it is impracticable for the Registrant to provide
the financial statements required by this Item 7(a). In
accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no
later than 60 days after the date hereof.
(b) Pro Forma Financial Information.
As of the date of this Current Report on Form 8-K, it
is impracticable for the Registrant to provide the pro forma
financial information required by this Item 7(b). In
accordance with Item 7(b) of Form 8-K, such financial
information shall be filed by amendment to this Form 8-K no
later than 60 days after the date hereof.
(c) Exhibits Exhibit
Stock Purchase Agreement Exhibit A
Press Release dated April 30, 1997 Exhibit B
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Item 9. Sale of Equity Securities Pursuant to Regulation S.
On May 7, 1997, the Registrant issued to Oriental New
Investments, Ltd. ("Oriental"), pursuant to Regulation S under
the Act ("Regulation S"), a convertible debenture (the
"Debenture") in the principal amount of $100,000. Oriental
may, at its option, acquire up to an additional five (5)
$100,000 principal amount convertible debentures, for an
aggregate purchase price of $500,000, at any time prior to
December 31, 1997 upon the approval of the Registrant. The
principal amount of the Debenture is due and payable to
Oriental six (6) months from the Closing Date, although
Oriental may, at its sole discretion, extend the term of the
Debenture for successive six (6) month periods. Interest on
the Debenture accrues at the rate of ten percent (10%) per
annum until paid or converted and is due and payable quarterly
beginning on July 31, 1997. The Registrant may redeem the
Debenture and accrued interest thereon, in whole or in part,
at any time and from time to time prior to maturity, without
premium or penalty, upon no less than thirty (30) days and not
more than sixty (60) days written notice to Oriental;
provided, however, that the giving of any notice of redemption
shall not prohibit the holder from thereafter exercising its
right to convert the Debenture in whole or in part prior to
the actual date of redemption.
The Debenture and interest thereon is convertible,
after the expiration of the Regulation S restrictive period,
in whole or in part into a number of shares of common stock of
the Registrant equal to the dollar amount to be converted
divided by fifty percent (50%) of the average closing bid
price for the Registrant's common stock as reported by the
NASD Electronic Bulletin Board for the ten (10) days prior to
the date of Oriental's notice of conversion (the "Notice") to
the Registrant.
If within five (5) business days of receiving the
Notice, the Registrant shall fail to issue certificates for
the shares required by the Notice, or issue certificates with
restrictive legends after the expiration of the Regulation S
restrictive period, for any reason other than the Registrant's
reasonable good faith belief that the representations and
warranties made by Oriental in connection with the transaction
are not true, then the Registrant shall be required to effect
the registration under the Act of the shares underlying the
Debenture, as promptly as practicable. Furthermore, if the
Registrant fails to issue certificates for the shares
underlying the Debenture,
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or issue certificates with restrictive legends after the
expiration of the Regulation S restrictive period, for any
reason other than the Registrant's reasonable good faith
belief that the representations and warranties made by
Oriental in connection with the transaction are not true, then
the Registrant must pay to Oriental a penalty in the amount of
$25,000, or twenty-five percent (25%) of the outstanding
principal and accrued interest with respect to the Debenture,
whichever is less.
In making the sale of the Debenture, the Registrant
relied on the representations and warranties of Oriental that
Oriental is not a "U.S. person," as such term is defined under
Regulation S.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
PACKAGING PLUS SERVICES, INC.
By: /s/ Richard Altomare
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Richard Altomare, Chief
Executive Officer
Dated: May 22, 1997
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PRESS RELEASE
[LOGO]
PACKAGING PLUS SERVICES ACQUIRES RAPID DELIVERY SERVICES AND
WORLDWIDE LOGISTICS SERVICES
Plainview, NY - April 30, 1997....Packaging Plus Services, Inc. (OTC
BB:PKGP) announced today the signing of a contract to acquire Rapid Delivery
Services (RDS) and Worldwide Logistics Services (WLS) for $350,000 worth of PKGP
stock to support its Association of Packagers and Carriers (APAC) and its
International Global Delivery System (APAC GLOBAL).
Rapid Delivery Services offers same day delivery service for critical
shipments within the Eastern United States and next day delivery to the rest of
the country. Worldwide Logistics Services offers a single source solution for
transportation and logistics management from point of origin to point of
consumption.
"Their ability to provide discounted rates and expertise in trucking,
warehousing, loss and damage control and information processing further supports
the 4000+ members of the Association of Packagers and Carriers, Inc.", said
Kevin Marcari, Vice President of APAC.
"Being part of such an innovative and futuristic thinking organization
with such a phenomenal growth potential was the key reason for our decision to
join PKGP and its subsidiaries", said RDS President, James Zimbler.
"PKGP'S family of companies is strengthened today by RDS's and WLS's
decision to augment our Association", said Richard A. Altomare, PKGP's
Chairman.
Packaging Plus Services, Inc. is an integrated business services
company. Its principal business is packaging, including APAC a nationwide
association of private postal centers, while providing logistically convenient
and cost effective delivery of goods worldwide through APAC Global Express
(Website http//www.useapac.com). Other subsidiaries are engaged in Advertising,
Logistical Services, Internet Marketing and Concierge Services.
For more information, contact
Barbara Halpern -- Shareholders Relations
(516) 349-1300
20 South Terminal Drive, Plainview, NY 11803
(516) 349-1300
FAX (516) 349-8036
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STOCK PURCHASE AGREEMENT
For the Sale of the Capital Stock of
Rapid Delivery Services, Inc.
and
Worldwide Logistics Services, Inc.
and related Transportation
Subsidiaries and Divisions
from Mr. James Zimbler
Dated as of April 22, 1997
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1.2 Purchase Price. The purchase price to be paid by PKGP to Mr. Zimbler
for Rapid-Worldwide shall be as follows:
(a) $350,000 worth of PKGP's common shares, "restricted" (the
"Shares") valued at the average bid price for 5 days prior to the
Closing. Such Shares shall be legended as of the Closing and
delivered to Mr. Zimbler in four equal installments, one-fourth
at the Closing and the remaining amount of Shares in three equal
installments at four, eight and twelve month intervals
respectively, from the Closing; and
(b) 75,000, to be made available to Mr. Zimbler, at the discretion of
the Chairman of PKGP, for use exclusively for the future
operations of Rapid-Worldwide.
1.3 Adjustment of Purchase Price and First Year's Results. PKGP and Mr.
Zimbler agree that the purchase price for Rapid-Worldwide, will be
adjusted after the first year from the Closing, if gross revenue
generated by Rapid-Worldwide fall below combined revenues for the
first year of $750,000. Accordingly, for every $50,000 less in
revenues, Rapid-Worldwide will immediately return 10% of the Shares to
PKGP.
In addition, the following provision shall apply for the first year's
results.
(a) If gross sales of Rapid-Worldwide reach $750,000 and revenue less
all expenses of Rapid-Worldwide ("net income") is 100,000 or more
for the year following the Closing, then a bonus of $60,000 worth
of Shares will be paid to Mr. Zimbler, valued at the average bid
price for the 5 days preceding the end of the first year from the
Closing.
(b) If gross sales exceed $750,000 and net income exceeds $100,000
for the year following the Closing, then for each $100,000 of net
income in excess of the initial $100,000 of net
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income, an additional bonus of $10,000 worth of Shares will be
paid to Mr. Zimbler, valued under "(a)" above.
(c) It is understood that the Association of Packagers and Carriers,
Inc. ("APAC") is a wholly owned subsidiary of PKGP, and any
contracts that Rapid-Worldwide enters into with APAC will be
added to Rapid-Worldwide's revenue and profit sharing as
described in this subsection 1.3.
1.4 Repurchase of Shares of PKGP. PKGP has the right for 18 months from
the Closing to repurchase all or any part of the Shares for the value
per share set forth in subsection 1.2(a) above, plus 10% per Share.
1.5 Salary for Mr. Zimbler. Mr. Zimbler will be paid an annual salary of
$60,000 as President of Rapid-Worldwide, and he agrees to serve in
that position, for at least two years, unless terminated for cause or
by mutual agreement. His employment may be continued thereafter by
mutual consent.
2. OTHER DELIVERIES AND ASSURANCES.
2.1 Other Deliveries. At the Closing, in addition to the delivery of the
stock certificates for Rapid-Worldwide, in accordance with Section 1.1
hereof, Mr. Zimbler shall deliver to PKGP the minute books,
certificates of incorporation, by-laws, stock transfer books and
corporate seals of Rapid-Worldwide and any of its subsidiaries.
2.2 Assurances. Each party hereto sha1l take such other action from time
to time as the other party may reasonably request in order to more
effectively carry out the sale and the deliveries provided for in
this Agreement.
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3. CLOSING.
Subject to the terms and conditions of this Agreement, the closing of
the transactions provided for herein (the "Closing") shall take place at the
offices of PKGP, 20 South Terminal Drive, Plainview, New York on April 30, 1997
at 10:30 a.m., or at such other date and time as may be mutually agreed upon by
Mr. Zimbler and PKGP.
4. MR. ZIMBLER'S REPRESENTATIONS AND WARRANTIES.
Mr. Zimbler hereby represents and warrants to PKGP as follows:
4.1 Organization and Good Standing. Rapid-Worldwide and their
subsidiaries, if any, are corporations duly organized, validly
existing and in good standing under the laws of the states of their
incorporation. Rapid-Worldwide has authority to own, operate and lease
their properties and to carry on their businesses as now being
conducted. Copies of the charter and By-Laws, and all amendments
thereto, of Rapid-Worldwide and their subsidiaries have been delivered
to PKGP and are complete and correct as of the date hereof.
Rapid-Worldwide is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the
character of their properties owned or leased or the nature of their
activities makes such qualification necessary, except where the
failure so to qualify or to be in good standing would not have a
materially adverse effect on the business, operations, assets or
financial condition of Rapid-Worldwide.
4.2 Capitalization. Rapid-Worldwide has the authorized, issued and
outstanding capital stock set forth in Schedule A hereto. All of such
issued and outstanding shares are validly issued, fully paid and
nonassessable. Rapid-Worldwide does not have authorized, issued
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or outstanding any other shares of capital stock or any subscription
or other rights to the issuance or receipt of shares of its stock.
4.3 Authorization. Mr. Zimbler has all requisite corporate power and
authority to enter into this Agreement and to carry out his
obligations hereunder. The execution and delivery of this Agreement by
Mr. Zimbler and the consummation by Mr. Zimbler of the transactions
contemplated hereby have been duly authorized by Rapid-Worldwide's
Boards of Directors and no other corporate action or proceeding on the
part of Mr. Zimbler or Rapid-Worldwide is necessary for the execution
or delivery of this Agreement by Mr. Zimbler or for the consummation
by Mr. Zimbler of the transactions contemplated hereby. This Agreement
has been duly executed and delivered by Mr. Zimbler and (assuming
this Agreement has been duly executed and delivered by PKGP) is a
legally valid and binding obligation of Mr. Zimbler and Rapid-
Worldwide, enforceable against Mr. Zimbler and Rapid-Worldwide in
accordance with its terms.
4.4 Non Conflict; No Consents or Approvals Required. Neither the execution
and delivery of this Agreement nor the consummation of the
transactions contemplated hereby by Mr. Zimbler will, with or without
notice or passage of time, or both, (i) violate any provision of the
charter documents or by-laws of Rapid-Worldwide, (ii) violate any law,
rule, regulation, ordinance, order, writ, injunction, judgment or
decree applicable to Mr. Zimbler or Rapid-Worldwide or by which
Rapid-Worldwide's properties or assets are bound or affected, or (iii)
conflict with or result in any breach of or constitute a default under
the terms, conditions or provisions of any note, bond, mortgage,
indenture, permit, license, franchise agreement, lease or other
contract, instrument or obligation to which Mr. Zimbler or
Rapid-Worldwide is a party or by which Mr. Zimbler or Rapid-
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Worldwide or any of their respective properties or assets are bound or
affected, except, in the case of clauses (ii) and (iii) above, for any
such violation, conflict, breach or default which individually or in
the aggregate will not have a material adverse effect on the business,
operations, assets or financial condition of Rapid-Worldwide.
4.5 Litigation. To the best knowledge of Mr. Zimbler, there is no action,
proceeding or investigation pending or threatened against or involving
Rapid-Worldwide, which, if determined adversely, would materially and
adversely affect the financial condition, business or operations of
Rapid-Worldwide, nor is there any judgment, decree, injunction, rule
or order of any court, governmental department, commission, agency,
instrmentality or arbitrator outstanding against Rapid-Worldwide
having, or which, insofar as can be foreseen, in the future would be
likely to have, any such effect.
4.6 Contracts. To the best knowledge of Mr. Zimbler, Rapid-Worldwide is
not in material default under any contract made or obligation owed by
Rapid-Worldwide, which contract or obligation, individually or in the
aggregate, is material to Rapid-Worldwide.
4.7 Trademarks and Trade Names. Set forth in Schedule B hereto is a list
of the trademarks and trade names owned by Rapid-Worldwide.
Rapid-Worldwide owns, or is licensed or otherwise has the full right
to use, all trademarks, trade names, copyrights, technology, know-how
and processes currently used and conducted which are material to the
financial condition, results of operations or business of Rapid-
Worldwide. To the best knowledge of Mr. Zimbler, no claim has been
asserted by any person with respect to the use of any such trademark,
trade name, copyright, technology, know-how or process or challenging
or questioning the validity or effectiveness of any such license.
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4.8 Tax Matters. Rapid-Worldwide has filed, or on behalf of Rapid-
Worldwide there have been filed, all United States federal income tax
returns, declarations and information returns, state and local income
and franchise tax returns, declarations and information returns which
are required to be filed including, but not limited to, Federal and
New York State, and any applicable local, taxes. All taxes as shown
on said returns and all assessments received have been paid to the
extent that such taxes have become due. All income and franchise tax
returns filed on behalf of Rapid-Worldwide, with respect to periods
ending on or prior to the Closing Date, shall be filed based on normal
and consistent tax accounting practices and in accordance with
applicable law.
4.9 Lists of Certain Items. The following lists, setting forth summary
descriptions, as of the date hereof, shall be true as of the Closing
Date.
(i) Insurance Policies. Schedule C. Mr. Zimbler shall deliver
simultaneously with the execution of this Agreement a
summary description of all present policies of insurance
with respect to Rapid-Worldwide and covering its
properties, buildings, equipment, furniture, fixtures or
operations, all of which are presently in force;
(ii) Real Property. Schedule D. All real property owned of
record or beneficially or leased by Rapid-Worldwide;
(iii) Automobiles and Trucks. Schedule E. All automobiles and
trucks owned or leased by Rapid-Worldwide;
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(iv) Leases. Schedule F. Each presently existing lease of
personal property to which Rapid-Worldwide is a party;
(v) Sales Contracts and Customer Purchase Orders. Schedule G.
Schedule G lists each sales contract and customer purchase
order for the delivery of products or performance of
services by Rapid-Worldwide, which would result in the
right to receive revenues of at least $1,000 and a list of
specific contracts or commitments each involving purchases
of inventories or supplies in excess of $ 1,000;
(vi) Banks. Schedule H. The name of each bank in which
Rapid-Worldwide has an account or safe deposit box, and
the names of all persons authorized to draw thereon or
have access thereto;
(vii) Loan and Credit Agreement, etc. Schedule I. All mortgages,
pledges, deeds of trust, loan or credit agreements, notes
and similar instruments to which Rapid-Worldwide is a
party, and all amendments or modifications of any thereof.
4.10 Brokers. Mr. Zimbler represents that neither he nor Rapid-Worldwide
has not incurred any obligation to pay a finder's fee or similar
acquisition services compensation in connection with the proposed
acquisition, or if he has, he will pay such obligation.
4.11 Financial Matters. Mr. Zimbler represents that Rapid-Worldwide will be
substantially debt free at the Closing, except for debts listed in
Schedule J hereto. All accounts receivable and assets, tangible and
intangible, including all cash in bank accounts of Rapid-Worldwide,
will be delivered to PKGP as well as all of the inventory associated
with Rapid-Worldwide.
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4.12 Transfer of Shares. Mr. Zimbler will transfer title to the capital
stock of Rapid-Worldwide to PKGP on the Closing Date, free and clear
of all debt, liens, pledges, encumbrances, voting trusts and voting
agreements. There is no existing option, warrant or other agreement
(other than this Agreement) to which Mr. Zimbler or Rapid-Worldwide is
a party requiring, and there are no convertible or exchangeable
securities of Mr. Zimbler or Rapid-Worldwide, which upon conversion or
exchange would require, the issuance or sale of any shares of the
capital stock of Rapid-Worldwide.
5. PKGP's REPRESENTATIONS AND WARRANTIES.
PKGP hereby represents and warrants to Mr. Zimbler as follows:
5.1 Organization and Good Standing. PKGP is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada, with full corporate power and authority to carry on its
business as it is now being conducted and as proposed to be conducted.
5.2 Authorization. PKGP has all requisite corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder.
The execution and delivery of this Agreement by PKGP and the
consummation by PKGP of the transactions contemplated hereby have been
duly authorized by PKGP's Board of Directors and no other corporate
action or proceeding on the part of PKGP is necessary for the
execution or delivery of this Agreement by PKGP or for the
consummation by PKGP of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by PKGP and (assuming
this Agreement has been duly executed and delivered by Mr. Zimbler) is
a legally valid and binding obligation of PKGP enforceable against
PKGP in accordance with its terms.
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6. TAX LIABILITIES.
6.1 Mr. Zimbler agrees that he shall be responsible for and shall pay (a)
the federal income tax liabilities of Rapid-Worldwide for all taxable
periods ending with and prior to the Closing Date and (b) the state
and local income and franchise tax liabilities of Rapid-Worldwide for
all taxable periods ending with and prior to the Closing Date; except
for taxes and estimates thereof disclosed in writing to PKGP.
6.2 Mr. Zimbler's liability hereunder for federal, state and local income
and franchise taxes for Rapid-Worldwide for periods prior to the
Closing Date shall survive the Closing for a period coterminous with
the applicable statute of limitations.
7. LITIGATION, CLAIMS AND LIABILITIES.
7.1 Liability Claims. Mr. Zimbler has no knowledge of any material
liability claim against Rapid-Worldwide.
7.2 Mr. Zimbler's Obligations. Mr. Zimbler hereby agrees to indemnify,
hold harmless and defend PKGP and its shareholders, directors,
officers and employees from all such obligations and liabilities
incurred by Rapid-Worldwide or arising from Rapid-Worldwide business
prior to the Closing, including the payment of all expenses and
attorneys' fees arising therefrom.
8. SURVIVAL OF REPRESENTATIONS AND COVENANTS.
The representations, warranties and covenants of Mr. Zimbler and PKGP
in this Agreement shall survive the Closing for a period of four years.
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9. BEST EFFORTS TO OBTAIN SATISFACTION OF CONDITIONS AND TRANSITION.
Mr. Zimbler agrees to use his best efforts to perform and fulfill all
conditions required to be performed by him and Rapid-Worldwide under this
Agreement, and PKGP agrees to use its best efforts to perform and fulfill all
conditions required to be performed by it under this Agreement.
10. DUE DILIGENCE
PKGP and its employees and agents shall have free access to the books,
records and facilities of Rapid-Worldwide, during normal business hours in order
to inspect Rapid-Worldwide's business. Rapid-Worldwide and Mr. Zimbler will
cooperate fully and in good faith with PKGP in its "due diligence". All
information obtained in such inspections shall be held in strictest confidence
and, if the acquisition of Rapid-Worldwide by PKGP should not be consummate,
such information will not thereafter be used by PKGP. Current balance sheets and
income and loss statements for Rapid-Worldwide shall be provided for review by
PKGP.
11. WAIVER.
The parties may mutually agree to waive any and all of the conditions
or requirements herein contained or defer them until after the Closing.
12. AMENDMENTS.
PKGP and Mr. Zimbler, by mutual consent, may amend or modify this
Agreement, in such manner as may be agreed upon, by a written instrument,
executed by both PKGP and Mr. Zimbler.
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I3. SECTION AND PARAGRAPH HEADINGS.
The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14. NOTICES.
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered or mailed
first claims postage prepaid:
(a) To Mr. Zimbler. If to Mr. Zimbler, 49 East Industry Court,
Unit I, Deer Park, NY 11729.
(b) To Rapid-Worldwide. If to Rapid-Worldwide, to James Zimbler,
President, 49 East Industry Court, Unit I, Deer Park, NY 11729.
(c) To PKGP. If to PKGP, to Richard A. Altomare, President and CEO,
Packaging Plus Services, Inc., 20 South Terminal Drive,
Plainview, New York 11803.
15. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
16. ENTIRE AGREEMENT.
This Agreement contains the entire agreement between the parties hereto
with respect to the transactions contemplated herein.
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17. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the principles of conflicts
of laws thereunder.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement as of the date first above written.
/s/ James W. Zimbler
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James Zimbler
PACKAGING PLUS SERVICES, INC.
By: /s/ Richard A. Altomare
-------------------------------
Richard A. Altomare
President & CEO
RAPID DELIVERY SERVICES, INC.
By: /s/ James W. Zimbler
-------------------------------
James Zimbler
President
WORLDWIDE LOGISTICS SERVICES, INC.
By: /s/ James W. Zimbler
-------------------------------
James Zimbler
President
