UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 27, 1999
SABER CAPITAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 33-55254-08 87-0434286
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
350 FIFTH AVENUE, SUITE 1222, NEW YORK, NEW YORK 10118
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 563-7040
3099 SO. HIGHLAND DRIVE, SUITE 460, SALT LAKE CITY, UTAH 84106
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(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant
See Item 2.
Item 2. Acquisition or Disposition of Assets
On July 27, 1998, Saber Capital, Inc. (the "Company"), pursuant to an
agreement dated July 27, 1999, and in consideration of the issuance of 2,095,000
authorized and unissued shares of Common Stock, acquired 100% of the issued and
outstanding capital stock of silverzipper.com, Inc. ("silverzipper"), a Delaware
corporation. Immediately prior thereof, certain holders of Common Stock of the
Company transferred an aggregate of 270,800 shares of Common Stock to the
Company for cancellation reducing the outstanding Common Stock from 1,000,000
shares to 729,000 shares. After the completion of the exchange, the shareholders
of silverzipper became the holders of approximately 74% of the 2,824,200 issued
and outstanding shares of Common Stock of the Company.
Simultaneously, Krista Nielson and Sasha Belliston, the directors of the
Company resigned and Paula E. Palmeri, Frank Lipiro and Richard Bernstein were
elected to the Board of Directors of the Company, resulting in an effective
control of the Company passing to the new Board of Directors. No material
relationship existed or exists now, between any former director, officer or
affiliate of either the Company or of silverzipper.
The table below sets forth the percentage of voting securities of the
Company now beneficially owned by the officers and directors (marked with a *)
and five percent shareholders.
<TABLE>
<CAPTION>
Number of Shares Percent of
Owner Beneficially Owned Voting Securities
----- ------------------ -----------------
<S> <C> <C>
Paul E. Palmeri* 850,000 29.9%
Richard Bernstein* 450,000 15.8%
Stanton Bernstein 400,000 14.1%
Bhodan Dziman 150,000 5.3%
Frank Lipiro* 20,000 .7%
Andrew Youmans 150,000 5.4%
All officers and directors 1,320,000 46.4%
as a group*
</TABLE>
silverzipper is a holding company the only asset of which is its
wholly-owned subsidiary, Robern Skiwear, Inc. ("Robern"), a New York
corporation, which is a designer and marketer of snowboarding and skiing
apparel. Robern currently designs and markets products under the brand names
"Drift" and "Ski Gear," and has annual revenues of approximately $7,000,000.
silverzipper.com, Inc. ("silverzipper") was organized in 1998 by the
principal shareholders of Robern under the name "American Sports Group, Inc." to
exploit the opportunity for significant growth through acquisition in the sport
apparel/accessories and active wear markets and to become a Internet retailer of
this product category and acquired Robern in 1999.
Consolidation Strategy
silverzipper is endeavoring to acquire respected, well managed active wear,
sport apparel and accessory companies that have established "brands" and
anticipates possible rapid growth through this strategy. The acquired companies
would continue marketing through their normal channels of distribution and
through websites created by the Company, as well as other online marketing.
The sport apparel and accessory industry is highly fragmented, and is
believed to have profitable companies with revenues of $7 - $25 million that
would benefit from an affiliation with a larger, better-capitalized, public
entity with an established Internet presence. silverzipper is currently in
negotiations with several of these companies, which have not resulted in any
formal or informal understandings.
Through consolidation, silverzipper believes it can effect economies of
scale through combined administrative functions, volume purchasing, increased
operating efficiency and access to capital. The larger entity resulting from
these acquisitions would have advantageous market positioning that should result
in a profitable and expanding revenue base.
Internet Strategy
silverzipper's Internet strategy is to create a unique, interactive online
retailing model for selling branded niche-sports apparel, equipment, and related
life-style accessories. silverzipper will attempt to "re-tool" this model to
create branded, destination sites or "vortals" (vertical portals) based on the
sport and lifestyle for each acquired niche sports apparel group, or groups who
share target audience demographics and psychographics, such as mountain biking,
snowboarding, skateboarding and surfing.
Robern
Robern, a subsidiary of silverzipper, offers a complete collection of
"sport-specific" active apparel. With a focus on its ski heritage and "mountain
roots", Robern's designs combine technical and functional features with an eye
toward fashion.
Drift Boardwear was introduced in 1992 as a natural extension of Robern's
traditional "alpine" skiwear business. While alpine wear has stagnated with
little growth, snowboarding is expanding. The overwhelming majority of new
participants on the slopes are young (14-25 years old) and snowboarding. Drift
has become a presence within the new snowboarding industry. Drift's ability to
forecast, design, build, and market product has placed it among the top ten
snowboard industry clothing brands.
Drift designs, manufactures, and markets several tiers of highly technical
clothing for men, women and youth. Drift has relationships with three
independent designers for forecasting and styling, twenty-plus "team riders" for
technical input and support, and management's eighteen years of skiwear
manufacturing ability results in product that is in fashion.
Since its inception, Drift has grown through controlled distribution. Drift
currently sells to approximately 300 dealers, representing 1,500-1,800 outlets
nationally. Distribution is limited to board-specific retailers, select sporting
goods stores and fashion retailers. Due to the multi-tiered nature of product
offering, Drift products are sold to fashion retailers such as Urban Outfitters
in Pennsylvania and Pacific Sunwear in California, as well as hardcore snowboard
retailers such as Bavarian Village in Illinois and Blades and Boards in New
York.
The highest growth in Drift's account structure has come from those
retailers who have developed E-Commerce business. "Delias" in New York, "The
House" in Minnesota, and "Cold Fusion" in California, all selling Drift products
on the Internet, have significantly increased Drift sales. Drift business should
continue to grow through traditional distribution channels. As the "culture" of
snowboarding grows and spreads, so will the desire and need for boardwear and
snowboard-related product.
Ski Gear consists of basic ski bibs, insulated ski pants and jackets which
are basic, non-high fashion categories for many discount and sporting goods
chain stores. Principal accounts for these products include Walmart, Dicks
Sporting Goods, Burlington Coat Factory and Academy.
silverzipper and Robern have experienced losses since their inception. See
Item 7. The Company plans to merge silverzipper into itself and to change the
Company's name to "silverzipperzipper.com, Inc.", as soon as practicable.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
It is presently impractical to provide the financial statements required to
be presented hereunder at the time of filing this report. Such financial
statement information will be filed by amendment to this Form 8-K as soon as
practicable, but in no event later than sixty (60) days from the date hereof.
(b) Pro Forma Financial Statements.
It is presently impractical to provide the pro forma financial statements
required to be presented hereunder at the time of filing this report. Such pro
forma financial information will be filed by amendment to this Form 8-K as soon
as practicable, but in no event later than sixty (60) days from the date hereof.
(c) Exhibits.
(2) Stock Exchange Agreement dated July 27, 1999
Forward Looking Statements
This Form 8-K contains forward-looking statements which involve risks and
uncertainties. When used herein, the words "anticipate", "believe", "estimate"
and "expect" and similar expressions as they relate to the Company or its
management are intended to identify such forward-looking statements. These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company's actual
results, performance or achievements could differ materially from the results
expressed in or implied by these forward-looking statements. Factors that could
cause or contribute to such differences are detailed from time to time in the
Company's Securities and Exchange Commission reports. Historical results are not
necessarily indicative of trends in operating results for any future period.
<PAGE>
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.
SABER CAPITAL, INC.
By:/s/ Paul E. Palmeri
-------------------
Paul E. Palmeri, CEO
Date: August 6, 1999
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (the "Agreement") is made this 27th day of
July, 1999 by and among Saber Capital, Inc., a Nevada corporation, hereinafter
called "SABER", silverzipperzipper.com, Inc., a Delaware corporation,
hereinafter called "SILVERZIPPER", and the shareholders of SILVERZIPPER,
hereinafter called "SILVERZIPPER SHAREHOLDERS".
RECITALS:
WHEREAS, SABER desires to acquire 100% of the issued and outstanding shares
of the common stock of SILVERZIPPER, in exchange for 2,095,000 authorized but
unissued shares of the .001 par value common stock of SABER; and
WHEREAS, the SILVERZIPPER SHAREHOLDERS desire to exchange 100% of the
issued and outstanding shares of the common stock of SILVERZIPPER, currently
owned by SILVERZIPPER SHAREHOLDERS, in exchange for said 2,095,000 shares of
common stock of SABER; and
WHEREAS, after the exchange SABER will change its name to
"silverzipperzipper.com, Inc.".
NOW THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, and to consummate the foregoing plan of
reorganization, the parties hereby adopt said plan of organization and agree as
follows:
ARTICLE I
EXCHANGE OF SECURITIES
1.01 Issuance of SABER Shares. Subject to all of the terms and conditions
of this Agreement, SABER agrees to issue to SILVERZIPPER SHAREHOLDERS 2,095,000
fully paid and nonassessable unregistered shares of SABER common stock in
exchange for 100% of the outstanding SILVERZIPPER common stock, all of which is
currently owned by SILVERZIPPER SHAREHOLDERS.
1.02 Transfer of SILVERZIPPER Shares. In exchange for SABER's stock being
issued to SILVERZIPPER SHAREHOLDERS as above described, SILVERZIPPER
SHAREHOLDERS shall on the closing date and concurrent with such issuance of
SABER's common stock, deliver to SABER 100% of the outstanding common stock,
consisting of 2,095,000 shares of common stock of SILVERZIPPER.
1.03 Mechanics of Exchange. SABER shall, or shall cause its transfer agent
to, upon surrender of each stock certificate formerly representing issued and
outstanding shares of SILVERZIPPER Common Stock, immediately prior to the
Closing (each a "Certificate"), deliver in accordance with the instructions of
the person in whose name such Certificate shall have been issued, the number of
shares of the shares of SABER Common Stock for the shares represented by the
Certificate being exchanged.
ARTICLE II
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF
SILVERZIPPER SHAREHOLDERS AND SILVERZIPPER
SILVERZIPPER SHAREHOLDERS AND SILVERZIPPER hereby represent, agree and
warrant that:
2.01 Organization. SILVERZIPPER is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, is duly qualified to do business and is in good standing in
any jurisdiction its business requires qualification.
2.02 Capital. The authorized capital stock of SILVERZIPPER consists of
6,000,000 shares of common stock and 1,000,000 shares of preferred stock, and
SILVERZIPPER has 2,095,000 shares of common stock outstanding. All of the issued
and outstanding shares are validly issued, fully paid and nonassessable. No
shares of preferred stock are issued and outstanding.
2.03 Subsidiaries. SILVERZIPPER does not have any subsidiaries, except for
Robern Skiwear, Inc., a New York corporation.
2.04 Directors and Officers. Exhibit 2.04 to this Agreement contains the
names and titles of all directors and officers of SILVERZIPPER as of the date of
this Agreement.
2.05 Financial Statements. Exhibit 2.05 to this Agreement includes the
pro-forma combined unaudited financial statements of SILVERZIPPER and Robern
Skiwear, Inc. as of December 31, 1998.
2.06 Absence of Changes. Since the date of SILVERZIPPER's most recent
financial statements included in Exhibit 2.05 there have been no changes in its
financial condition or operations, except for changes in the ordinary course of
business.
2.07 Absence of Undisclosed Liabilities. As of the date of SILVERZIPPER's
most recent balance sheet included in Exhibit 2.05 it 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, except arising in ordinary course of business.
2.08 Tax Returns. Within the times and in the manner prescribed by law,
SILVERZIPPER has filed all federal, state and local tax returns required by law,
has paid all taxes, assessments and penalties due and payable and has made
adequate provision on its most recent balance sheet for any unpaid taxes. There
are no present disputes as to taxes of any nature payable by SILVERZIPPER.
2.09 Investigation of Financial Condition. Without in any manner reducing
or otherwise mitigating the representations contained herein, SABER and/or its
attorneys shall have the opportunity to meet with accountants and attorneys to
discuss the financial condition of SILVERZIPPER. SILVERZIPPER shall make
available to SABER and/or its attorneys all books and records of SILVERZIPPER.
If the transaction contemplated hereby is not completed, all documents received
by SABER and/or its attorneys shall be returned to SILVERZIPPER and all
information so received shall be treated as confidential.
2.10 Patents, Trade Names and Rights. SILVERZIPPER owns or holds all
necessary patents, trademarks, service marks, trade names, copyrights and other
rights necessary to the conduct or proposed conduct of its business.
2.11 Compliance with Laws. SILVERZIPPER has complied in all material
respects with, and is not in violation of, applicable federal, state or local
statutes, laws and regulations affecting its properties or the operation of its
business.
2.12 Litigation. SILVERZIPPER is not a party to, nor to the best of its
knowledge is there pending or threatened, any suit, action, arbitration or
legal, administrative or other proceeding, or governmental investigation
concerning its business or assets. SILVERZIPPER is not in default with respect
to any order, writ, injunction or decree of any federal, state, local or foreign
court or agency, nor is it engaged in any lawsuits to recover monies due to it.
2.13 Authority. The Board of Directors of SILVERZIPPER authorized the
execution of this Agreement and the consummation of the transactions
contemplated herein and has full power and authority to execute, deliver and
perform this Agreement.
2.14 Ability to Carry Out Obligations. The execution and delivery of this
Agreement by SILVERZIPPER and the performance of its obligations hereunder in
the time and manner contemplated will not cause, constitute or conflict with or
result in (i) any breach of the provisions of any license, indenture, mortgage,
charter, instrument, certificate of incorporation, bylaw or other agreement or
instrument to which it 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,
(ii) an event that would permit any party to any agreement or instrument to
terminate it or to accelerate the maturity of any indebtedness or other
obligation, or (iii) an event that would result in the creation or imposition of
any lien, charge or encumbrance on any asset.
2.1 Full Disclosure. None of the representations and warranties made by
SILVERZIPPER SHAREHOLDERS or SILVERZIPPER herein or in any exhibit, certificate
or memorandum furnished or to be furnished by SILVERZIPPER SHAREHOLDERS or
SILVERZIPPER, or on either's behalf, contains or will contain any untrue
statement of material fact, or omits any material fact, the omission of which
would be misleading.
2.16 Assets. SILVERZIPPER has good and marketable title to all of its
property free and clear of any and all liens, claims or encumbrances except as
may be indicated in Exhibit 2.16.
2.17 Indemnification. SILVERZIPPER SHAREHOLDERS and SILVERZIPPER agree to
defend and hold SABER and its officers and directors harmless against and in
respect of any and all claims, demands, losses, costs, expenses, obligations,
liabilities or damages, including interest, penalties and reasonable attorney's
fees, that it shall incur or suffer, which arise out of, result from or relate
to any breach of this Agreement or failure by SILVERZIPPER SHAREHOLDERS or
SILVERZIPPER to perform with respect to any of its representations, warranties
or covenants contained in this Agreement or in any exhibit or other instrument
furnished or to be furnished under this Agreement.
2.18 Authority. SILVERZIPPER has the full power and authority to enter into
this Agreement and to carry out its obligations hereunder. Other than approval
by its board of directors, no proceedings, on the part of SILVERZIPPER are
necessary to authorize this Agreement or the transactions contemplated hereby.
This Agreement constitutes the legal, valid and binding obligation of
SILVERZIPPER enforceable in accordance with its terms.
2.19 Investment Intent. SILVERZIPPER SHAREHOLDERS understand and
acknowledge that the shares of SABER common stock offered for exchange or sale
pursuant to this Agreement are being offered in reliance upon the exemption from
registration requirements of the Securities Act of 1933, as amended (the "Act"),
pursuant to Section 4(2) of the Act and the rules and regulations promulgated
thereunder, for nonpublic offerings and make the following representations,
agreements and warranties with the intent that the same may be relied upon in
determining the suitability of SILVERZIPPER SHAREHOLDERS as a purchaser of SABER
common stock:
(a) The shares of SABER common stock are being acquired solely for the
account of SILVERZIPPER SHAREHOLDERS, 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 SABER common
stock acquired;
(b) SILVERZIPPER SHAREHOLDERS agree not to dispose of their SABER common
stock or any portion thereof unless and until counsel for SABER shall have
determined that the intended disposition is permissible and does not violate the
Act or any applicable Federal or state securities laws, or the rules and
regulations thereunder;
(c) SILVERZIPPER SHAREHOLDERS agree that the certificates evidencing the
SABER common stock acquired pursuant to this Agreement will have a legend placed
thereon stating that they have not been registered under the Act or any state
securities laws and setting forth or referring to the restrictions on
transferability and sale of the SABER common stock, and that stop transfer
instructions shall be placed with the transfer agent for said certificate.
(d) SILVERZIPPER SHAREHOLDERS acknowledge that SABER has made all records
and documentation pertaining to SABER common stock available to them and to
their qualified representatives, if any, and has offered such person or persons
an opportunity to ask questions and further discuss the proposed acquisition of
SABER common stock, and any available information pertaining thereto, with the
officers and directors of SABER, and that all such questions and information
requested have been answered by SABER and its officers and directors to
SILVERZIPPER SHAREHOLDERS satisfaction;
(e) SILVERZIPPER SHAREHOLDERS have carefully evaluated their financial
resources and investment position and the risks associated with this transaction
and are able to bear the economic risks of this transaction; and they have
substantial knowledge and experience in financial, business and investment
matters and are qualified as sophisticated investors, and are capable of
evaluating the merits and risks of this transaction; and they desire to acquire
the SABER common stock on the terms and conditions set forth;
(f) SILVERZIPPER SHAREHOLDERS are able to bear the economic risk of an
investment in the SABER common stock; and
(g) SILVERZIPPER SHAREHOLDERS understand that an investment in the SABER
common stock is not liquid and SILVERZIPPER SHAREHOLDERS have no need for
liquidity in this investment.
2.20 Receipt of Relevant Information. SILVERZIPPER SHAREHOLDERS and
SILVERZIPPER have received from SABER all financial and other information
concerning SABER and its promoters, officers and directors, including, but not
limited to Prospectus dated June 30, 1993, and Annual Report on Form 10-K for
the year ended December 31, 1998, as filed with the Securities and Exchange
Commission (the "SABER 10-K"), and all other documents and information they have
requested.
2.21 Public "Shell" Corporation. SILVERZIPPER and SILVERZIPPER SHAREHOLDERS
are aware that SABER has public shareholders and is a "shell" corporation
without significant assets or liabilities, and further that public companies are
subject to extensive and complex state, federal and other regulations. Among
other requirements, SILVERZIPPER SHAREHOLDERS and SILVERZIPPER are aware that a
Form 8-K must be filed with the United States Securities and Exchange Commission
within fifteen days after closing which filing requires that audited financial
statements be filed within sixty days after the filing of the 8-K, and they
agree that such responsibility shall not be the responsibility of the existing
officers, directors or shareholders of SABER, but the sole responsibility of the
new officers and directors of SABER. SILVERZIPPER SHAREHOLDERS and SILVERZIPPER
are aware of the legal requirements and obligations of public companies,
understand that regulatory efforts regarding public shell transactions similar
to the transaction contemplated herein has been and is currently being exerted
by some states, the U.S. Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. (NASD), and are fully aware of their
responsibilities, following closing, to fully comply will all securities laws
and regulations, and agree to do so.
2.22 No Assurances or Warranties. SILVERZIPPER SHAREHOLDERS and
SILVERZIPPER acknowledge that there can be no assurance regarding the tax
consequences of this transaction, nor can there be any assurance that the
Internal Revenue Code or the regulations promulgated thereunder will not be
amended in such manner as to deprive them of any tax benefit that might
otherwise be received. SILVERZIPPER SHAREHOLDERS and SILVERZIPPER are relying
upon the advice of their own tax advisors with respect to the tax aspects of
this transaction. No representations or warranties have been made by SABER or
their officers, directors, affiliates or agents, as to the benefits to be
derived by SILVERZIPPER SHAREHOLDERS or SILVERZIPPER in completing this
transaction, nor have any of them made any warranty or agreement, expressed of
implied, as to the tax or securities consequences of the transactions
contemplated by this Agreement or the tax or securities consequences of any
action pursuant to or growing out of this Agreement.
ARTICLE III
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF SABER
SABER represents, agrees and warrants that:
3.01 Organization. SABER is a corporation duly organized, validly existing,
and in good standing under the laws of Nevada, has all necessary corporate
powers to own properties and to carry on its business as now owned and operated
by it, is duly qualified to do business and is in good standing in each of the
jurisdictions where its business requires qualification.
3.02 Capital. The authorized capital stock of SABER consists of 100,000,000
shares of $.001 par value common stock of which 729,200 shares are currently
issued and outstanding. All of the issued and outstanding shares are validly
issued, fully paid and nonassessable with no personal liability attaching to the
ownership thereof and free of pre-emptive rights. There are no shares of SABER
Common Stock issued or outstanding except as referred to above, and there are no
options, calls, subscriptions, warrants, rights, agreements or commitments of
any character obligating SABER, contingently or otherwise, to issue shares of
its common stock or to register shares of its common stock under the Securities
Act of 1933, as amended (the "1933 Act"), or any other applicable federal or
state securities laws.
3.03 Subsidiaries. SABER has no subsidiaries and does not own any interest
in any other enterprise, whether or not such enterprise is a corporation.
3.04 Directors and Officers. The names and titles of all officers and
directors of SABER as of the date of this Agreement are as set forth in the
SABER 10-K.
3.05 Financial Statements. SABER's audited financial statements as of
December 31, 1998, December 31, 1997 are set forth in the SABER 10-K and SABER's
report on Form 10-K for the year ended December 31, 1997 and December 31, 1996.
The financial statements have been prepared in accordance with generally
accepted accounting principles and practices consistently followed throughout
the period indicated and fairly present the financial position of SABER as of
the dates of the balance sheets included in the financial statements and the
results of operations for the periods indicated. The books of account of SABER
are true and complete, have been maintained in accordance with good business
practices and accurately and fairly reflect all of the properties, assets,
liabilities and transactions of the SABER in accordance with generally accepted
accounting principles consistently applied.
3.06 Absence of Changes. Since the date of SABER's most recent financial
statements, there has not been any change in the financial condition or
operations of SABER.
3.07 Absence of Undisclosed Liabilities. As of the date of SABER's most
recent balance sheet, it did not have any 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.
3.08 Tax Returns. Exhibit 3.08 to this Agreement includes SABER's tax
returns for the years 1998, 1997 and 1996. Within the times and in the manner
prescribed by law, SABER has filed all federal, state or local tax returns
required by law, has paid all taxes, assessments and penalties due and payable
and has made adequate provision on its most recent balance sheet for any unpaid
taxes. There are no present disputes as to taxes of any nature payable by SABER.
3.09 Patents, Trade Names and Rights. SABER does not use any patents, trade
marks, service marks, trade names or copyrights in its business.
3.10 Compliance with Laws. SABER has complied with, and is not in violation
of, applicable federal, state or local statutes, laws and regulations affecting
its properties or the operation of its business.
3.11 Litigation. No litigation, including any arbitration, investigation or
other proceeding of or before any court, arbitrator or governmental or
regulatory official, body or authority is pending or is threatened against
SABER, nor is SABER aware of any facts or circumstances that could be the basis
for any litigation, investigation or other proceeding. SABER is not a party to
or subject to the provisions of any judgment, order, writ, injunction, decree or
award of any court, arbitrator or governmental or regulatory official, body or
authority which may adversely affect the business or assets of SABER, except as
disclosed in the SABER 10-K.
3.12 Authority. The Board of Directors of SABER has authorized the
execution of this Agreement and the transactions contemplated herein, and it has
full power and authority to execute, deliver and perform this Agreement.
3.13 Ability to Carry Out Obligations. The execution and delivery of this
Agreement by SABER and the performance of its obligations hereunder will not
cause, constitute, conflict with or result in (i) any breach of the provisions
of any license, indenture, mortgage, charter, instrument, certificate of
incorporation, bylaw or other agreement or instrument to which it is a party or
by which it may be bound, nor will any consents or authorizations of any party
other that those hereto be required, (ii) an event that would permit any party
to any agreement or instrument to terminate it or to accelerate the maturity of
any indebtedness or other obligation, or (iii) an event that would result in a
creation or imposition of any lien, charge or encumbrance on any asset.
3.14 Assets. SABER has good and marketable title to all of its property
free and clear of any and all liens, claims and encumbrances.
3.15 Validity of SABER Shares. The shares of SABER $.001 par value common
stock to be issued pursuant to this Agreement will be duly authorized, validly
issued, fully paid and nonassessable under Nevada law.
3.16. Completeness of Disclosure. No representation or warranty in this
Agreement nor in any other certificate, exhibit, statement, document or
instrument furnished or to be furnished to SILVERZIPPER by SABER pursuant to
this Agreement, or in connection with the negotiation, execution or performance
of this Agreement, contains any untrue statement of a material fact or omits to
state a material fact required to be stated or necessary to make any statement
made, not misleading.
3.17. Affiliate Transactions. There are no liabilities or other obligations
between SABER on the one hand, and any current or former officer, director,
stockholder, or other person directly or indirectly controlling SABER (or
relative of such person) on the other hand.
3.18 SEC Reporting. SABER has filed all reports required to be filed with
the Securities and Exchange Commission (the "SEC") (the "SEC Reports"); all SEC
Reports are complete and accurate in all respects and have all been timely filed
in accordance with applicable Federal securities laws.
3.19 Administrative Actions. No administrative proceeding, investigation or
other proceeding or action before the SEC, the National Association of
Securities Dealers ("NASD") or any state securities administrator is pending or
threatened against SABER, nor is SABER aware of any facts or circumstances that
could be the basis for any such proceeding investigation or action.
3.20 OTC Bulletin Board Listing. SABER's common stock is currently quoted
on the OTC Bulletin Board. The issuance of the shares of SABER common stock to
the SILVERZIPPER SHAREHOLDERS pursuant to this Agreement, or transactions
contemplated by this Agreement will not effect the status referred to in the
first sentence.
3.21 Symbol. The symbol under which SABER's common stock is quoted is
"SBLC." This symbol is valid and will continue to be valid after the Closing.
3.22 Shareholders and Beneficial Owners. As of the date hereof, SABER has
746 shareholders of record, as such term is defined in the Securities Exchange
Act of 1934. The name, address and number of shares of SABER common stock owned
by each person owning five percent (5%) or more thereof is set forth in the
SABER 10-K.
3.23 Contracts and Commitments. Except for an agreement with its transfer
agent, SABER is not a party to any written or oral agreement, contract or
commitment.
3.24 Issued SABER Common Stock. With the possible exception of the laws of
the State of New Jersey, all issued and outstanding shares of SABER common stock
were issued in accordance with all Federal and applicable State securities laws.
3.25 No Rescission Available. As of the date hereof, no holder of any of
the outstanding shares of SABER common stock has the right to rescind the
purchase of same or make any claim against SABER in connection therewith.
ARTICLE IV
ACTIONS PRIOR TO CLOSING
4.01 Investigative Rights. Prior to the Closing Date each party shall
provide to the other parties, including the parties' counsel, accountants and
other authorized representatives, full access during normal business hours (upon
reasonable advance written notice) to such parties' books and records.
4.02 Conduct of Business. Prior to the Closing Date, each party shall
conduct its business in the normal course and shall not see, pledge or assign
any assets, without the prior written approval of the other parties. No party
shall amend its certificate of incorporation or bylaws, declare dividends,
redeem or sell stock or other securities, incur additional 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 that its stated amount, pay more
on any liability that its stated amount or enter into any other transaction
other than in the regular course of business.
ARTICLE V
CLOSING
5.01 Closing. The closing (the "Closing") of this transaction shall be held
by facsimile transmission to be confirmed by overnight delivery of documents, or
in such other manner or at such place as shall be mutually agreed upon, on or
before July 28, 1999 (the "Closing Date"). On the Closing Date, the following
shall occur:
(a) SABER shall issue 2,095,000 shares of its $.001 par value common stock
in a certificate or certificates representing such shares in the amounts
indicated on Exhibit 5.01 (a).
(b) SILVERZIPPER SHAREHOLDERS shall deliver to SABER the certificates
representing 100% of the shares of SILVERZIPPER common stock.
(c) SABER shall deliver a signed consent or minutes of its Board of
Directors and a consent of the majority of the SABER shareholders, approving
this Agreement and authorizing the matters set forth herein;
(d) SILVERZIPPER shall deliver a signed consent or minutes of its
shareholders and Board of Directors approving this Agreement and authorizing the
matters set forth herein;
(e) SABER's existing Board of Directors and officers will (i) resign their
positions with SABER effective the Closing Date; and (ii) new directors, will be
as named by SILVERZIPPER SHAREHOLDERS and will appoint officers of SABER.
ARTICLE VI
MISCELLANEOUS
6.01 Captions and Headings. The article and paragraph headings throughout
this Agreement are for convenience and reference only and shall not be deemed to
define, limit or add to the meaning of any provision of this Agreement.
6.02 No Oral Change. This Agreement may not be changed or modified except
in writing signed by the party against whom enforcement of any change or
modification is sought.
6.03 Non-Waiver. Except as otherwise expressly provided herein, no waiver
of a covenant, condition or provision of this Agreement shall be deemed to have
been made unless executed in writing and signed by the party against whom such
waiver is charged. The failure of any party to insist in any one or more cases
upon the performance of any covenant, condition or provision of this Agreement
shall not be construed as a waiver or relinquishment for the future of any such
covenant, condition or provision. No waiver by any party of one breach by the
other shall be construed as a waiver with respect to a subsequent breach.
6.04 Time of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
6.05 Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings.
6.06 Choice of Law. This Agreement and its application, shall be governed
under the laws of the State of Nevada.
6.07 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
6.08 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been 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:
SABER: SABER Capital, Inc.
3098 So. Highland Drive, Suite 460
Salt Lake City, Utah 84106
SILVERZIPPER and SILVERZIPPER SHAREHOLDERS:
350 Fifth Avenue
Suite 1222
New York, New York 10001
Attn: Paul E. Palmeri, Chairman
with a copy to:
Ruskin, Moscou, Evans & Faltischek, P.C.
170 Old Country Road
Mineola, New York 11501
Attn.: Stuart M. Sieger, Esq.
7.09 Expenses. The parties will pay their own legal, accounting and other
expenses incurred in connection with this Agreement. The expenses of SABER shall
not exceed $3,000.00
7.10 Survival of Representations and Warranties. The representations,
warranties and covenants set forth in this Agreement or in any instrument,
certificate, opinion or other writing provided for in it, shall survive the
Closing Date.
7.11 Further Documents. The parties agree to execute any and all other
documents and to take such other action or corporate proceedings as may be
necessary or desirable to carry out the terms hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
above written.
Saber Capital, Inc.
By: /s/ Krista Nielson
----------------------------
Krista Nielson, President
silverzipperzipper.com, Inc.
By: /s/ Paul E. Palmeri
----------------------------
Paul E. Palmeri, Chairman
Shareholders of silverzipperzipper.com, Inc.
By: /s/ Paul E. Palmeri
-----------------------------
Paul E. Palmeri
By: /s/ Richard Bernstein
-----------------------------
Richard Bernstein
By: /s/ Stanton Bernstein
-----------------------------
Stanton Bernstein
By: /s/ Frank Lipirio
-----------------------------
Frank Lipirio
By: /s/ Bhodan Dziman
-----------------------------
Bhodan Dziman
