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) March 10, 1997
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PRENTICE CAPITAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-24952 84-1139554
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(State or other juris- (Commission File (IRS Employer
diction or incorporation) Number) Identification No.)
2898 University Drive, Suite 70, Coral Springs, Florida 33065
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 345-7203
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5 - OTHER EVENTS
On March 17, 1997, the Company and Chartwell International, Inc., a Nevada
corporation ("Chartwell") entered into a Purchase and Sale Agreement (the
"Purchase Agreement") pursuant to which the Company purchased certain gypsum
mining property located in Washington County, Utah, generally known as Riverview
Placer Claims and New Riverview Claims (the "Claims") in exchange for $4,000,000
in cash, cash equivalents and restricted shares of the Company's Common Stock.
Under the terms of the Purchase Agreement and upon execution thereof, the
Company is obligated to deliver to Chartwell 1,000,000 shares of Common Stock of
the Company (the "Closing Shares"). Additionally, pursuant to the Purchase
Agreement, in the event that on April 1, 1997 (which date was subsequently
extended until April 15, 1997 by that certain Extension Agreement, as herein
described, dated April 2, 1997 between the Company and Chartwell), the market
value of the Closing Shares is less than $4,000,000, then the Company shall
deliver to Chartwell a sufficient number of additional shares of the Company's
Common Stock (the "Exchange Shares") having a market value equal to the
difference between the value of the Closing Shares on April 1, 1997 (which date
was subsequently extended until April 15, 1997 by that certain Extension
Agreement dated April 2, 1997 between the Company and Chartwell) and $4,000,000.
Further, under the terms of that certain agreement between the Company and
Chartwell, dated April 10, 1997 (the "Amended Purchase Agreement"), for purposes
of determining the market value of the Common Stock under the Purchase
Agreement, such market value shall be determined based on the closing bid price
of the Company's Common Stock on April 15, 1997.
The Purchase Agreement also provides that in the event that on April 1,
1998, the date on which all restrictions on the Closing Shares (and the Exchange
Shares, if any) shall be removed, the market value of the Closing Shares (plus
the Exchange Shares, if any) is not equal to or in excess of $4,000,000, then at
the option of the Company, the Company shall have the right and obligation to
issue Chartwell additional shares, or deliver to Chartwell cash equal to the
difference between the market value of the Closing Shares (plus the Exchange
Shares, if any) and $4,000,000, or, in lieu thereof, return to Chartwell the
Claims, with Chartwell retaining all shares of Common Stock previously issued to
it.
All shares of Company Common Stock to be delivered under the Purchase
Agreement shall be restricted securities under the Securities Act of 1933 and
will be legended with the normal Securities Act of 1933 restrictive legend.
Further, the Company has agreed to grant Chartwell, on customary terms,
piggyback registration rights on all shares of Common Stock granted pursuant to
the Purchase Agreement.
On April 2, 1997, the Company and Chartwell entered into an Extension
Agreement (the "Extension Agreement") pursuant to which each of the parties
<PAGE>
agreed to extend the time period established in the Purchase Agreement for
valuing the market price of the Closing Shares from April 1, 1997 to April 15,
1997. Additionally, pursuant to the Extension Agreement, the parties agreed that
the Company shall deliver to Chartwell 1,000,000 shares of the Company's Common
Stock on or before April 4, 1997. The parties have also agreed that in the event
that on April 15, 1997, the bid price of the Company's Common Stock is $4.00 per
share or greater, Chartwell shall return to the Company the 1,000,000 shares
referenced in the sentence above, or the Exchange Shares, as that term is used
in the Purchase Agreement, such that the stock retained by Chartwell has a
market value on April 15, 1997 of $4,000,000. Further, pursuant to the Extension
Agreement, the Company shall deliver to Chartwell $100,000 on or before April
15, 1997, plus shares of the Company's Common Stock (unrestricted) that together
with the $100,000 will equal $500,000 based on the bid price on the day of
delivery.
On March 10, 1997, the Company and Lee J. Unger ("Unger") entered into an
agreement (the "Unger Agreement") pursuant to which the Company agrees to sell
to Unger 5,000,000 shares of its restricted Common Stock at a price of $.05 per
share, which purchase shall be effected by delivery to Unger of an assignable
Promissory Note bearing interest at 6% per annum and due and payable one year
from the date of the Unger Agreement.
Under the terms of the Unger Agreement, Alan S. Lipstein, Dr. Gerard
Norton, Veitri Investment and Roscom Limited have agreed to contribute back to
the capital of the Company an aggregate of 7,800,000 shares of Common Stock.
Further, the following promissory notes due and payable to Prentice are deemed
discharged by the parties: Promissory Note in the principal amount of $2,500,000
from Dr. Gerard Norton; Promissory Note in the principal amount of $2,500,000
from Alan S. Lipstein; Promissory Note in the principal amount of $1,250,000
from Roscom Ltd.; and Promissory Note in the principal amount of $1,750,000 from
Veitri Investment Ltd.
Pursuant to the Unger Agreement, the Company has caused the election of
Unger as President and director of the Company and has received simultaneously
with the Unger Agreement, the resignations of Alan S. Lipstein and Dr. Gerard
Norton as officers and directors of the Company leaving Unger as the sole
officer and director of the Company.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Purchase and Sale Agreement dated March 17, 1997 between Prentice
Capital, Inc. and Chartwell International, Inc.
(b) Amended Purchase Agreement dated April 10, 1997 between Prentice
Capital, Inc. and Chartwell International, Inc.
<PAGE>
(c) Agreement dated as of March 10, 1997 between Prentice Capital, Inc.
and Lee J. Unger.
(d) Extension Agreement dated as of April 2, 1997 between Prentice
Capital, Inc. and Chartwell International, Inc.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRENTICE CAPITAL, INC.
By: /s/ Lee J. Unger
-------------------------------------
Lee J. Unger, President
DATED: April 14, 1997.
<PAGE>
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into as of the 17th day of March, 1997, between Prentice Capital, Inc., a
Delaware corporation ("Prentice), the address of which is 2898 University Drive,
Suite 70, Coral Springs, Florida 33065, and Chartwell International, Inc., a
Nevada corporation ("Chartwell"), the address of which is 5445 DTC parkway,
Suite 735, Englewood, Colorado 80111.
RECITAL
-------
Pursuant to the terms and conditions of this Agreement, Prentice desires
to buy and Chartwell desire to sell all of Grantor's right, title, and interest,
claim and demand, if any, in and to those certain mining claims located in
Washington County, Utah and identified as follows (the "Claims"):
New Riverview Claims $1-#12, UMC Nos. 353638 through 353649,
Washington County, State of Utah, as recorded September 3, 1993,
Book 754, Pages 429 through 440, in Washington County, State of
Utah, Recorder, Document #443025; and
Riverview Placer Claims 1-9, Washington County, State of Utah as
called out in that Deed of Mining Claims recorded September 23,
1980, Book 277, Pages 347-349 in Washington County, State of Utah,
Document #219833.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and the receipt of $1.00 and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
Chartwell, the Parties agree as follows:
AGREEMENT
---------
1. AGREEMENT TO SELL AND PURCHASE. Subject to the terms and conditions
of this Agreement, Prentice agrees to purchase the Claims from Chartwell, and
Chartwell agree to sell, transfer, convey, assign, and deliver the Claims to
Prentice.
2. PURCHASE PRICE. The Purchase Price for the Claims shall be a total
of FOUR MILLION DOLLARS ($4,000,000.00) in cash, cash equivalents and restricted
shares of common stock of Prentice payable as follows:
<PAGE>
2.1 Upon execution of this Agreement or on March 19, 1997,
Prentice shall deliver to Chartwell 1,000,000 shares of Common Stock of Prentice
(the "Closing Shares").
2.2 Upon the Exchange of Documents set forth below in paragraph 6,
Prentice shall deliver to Chartwell such additional shares, if any, of Common
Stock of Prentice (the "Exchange Shares").
3. Representations And Warrants Of Prentice. Prentice agrees,
represents and warrants with and to Chartwell as follows:
3.1 Prentice is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Delaware, has all necessary
corporate powers to own the Claims, and is duly qualified to do business and is
in good standing in all jurisdictions in which the nature of Prentice's
obligations pursuant to this Agreement or its business or properties make such
qualification necessary.
3.2 Prentice has the right, power, legal capacity, and authority
to enter into and perform its obligations under this Agreement, and no approval
or consent of any person other than Prentice is necessary in connection with its
execution, delivery and performance of this Agreement. The execution, delivery
and performance of this Agreement by Prentice has been duly authorized by all
necessary corporate actin of Prentice. This Agreement constitutes a legal and
binding obligation of Prentice and is valid and enforceable against Prentice in
accordance with its terms.
3.3 The consummation of the transactions contemplated by this
Agreement will not result in or constitute any of the following (i) a breach of
any term or provision of any other agreement of Prentice; (ii) a default or an
event that will not be waived or released and that, with notice or lapse of time
or both, would be a default, breach, or violation of the Articles of
Incorporation or Bylaws of Prentice or of any lease, license, promissory note,
conditional sales contract, commitment, indenture, mortgage, deed of trust, or
other agreement, instrument, or arrangement to which Prentice is a party or by
which Prentice or the property of Prentice is bound; or (iii) a violation of any
law or any rule or regulation of any administrative agency or governmental body
or any order, writ, injunction or decree of any court, administrative agency or
governmental body to which Prentice may be subject.
4. Representations And Warranties Of Chartwell. Chartwell agrees,
represents and warrants with and to Prentice as follows:
4.1 Chartwell is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Nevada, has all necessary
corporation powers to own the Claims, and is duly qualified to do business and
2
<PAGE>
is in good standing in all jurisdictions in which the nature of Chartwell's
obligations pursuant to this Agreement or its business or properties makes such
qualification necessary.
4.2 Chartwell has the right, power, legal capacity, and authority
to enter into and perform its obligations under this Agreement, and no approval
or consent of any person other than Chartwell is necessary in connection with
the execution, delivery or performance of this Agreement. The execution,
delivery and performance of this Agreement by Chartwell has been duly authorized
by all necessary corporate action of Chartwell. This Agreement constitutes a
legal and binding obligation of Chartwell and is valid and enforceable against
Chartwell in accordance with its terms.
4.3 To the knowledge of Chartwell, there is not any suit, action,
arbitration, or legal, administrative or other proceeding or governmental
investigation, pending or threatened (including in the form of threats made to
Chartwell), against or affecting Chartwell or its interest in the Claims;
Chartwell is not in default with respect to any order, writ, injunction, or
decree of any federal, state, local or foreign court, department, agency or
instrumentality that would affect the transaction contemplated by this
Agreement; and the Claims are not held under or subject to any unrecorded lease,
security agreement, conditional sales contract, or other title retention,
royalty or security arrangement.
4.4 The consummation of the transactions contemplated by this
Agreement will not result in or constitute any of the following: (i) a breach of
any term or provision of any other agreement of Chartwell; (ii) a default or an
event that will not be waived or released, and that, with notice or lapse of
time or both, would be a default, breach, or violation of the Articles of
Incorporation or Bylaws of Chartwell or of any lease, license, promissory note,
conditional sales contract, commitment, indenture, mortgage, deed of trust, or
other agreement, instrument, or arrangement to which Chartwell is a party; (iii)
the creation or imposition of any lien, charge, or encumbrance on any of the
Claims or (iv) a violation of any law or any rule or regulation of any
administrative agency or governmental body, of any order, writ, injunction or
decree of any court, administrative agency or governmental body to which
Chartwell may be subject.
4.5 To the knowledge of Chartwell, all fees required to be paid on
the Claims have been paid in full, there are no outstanding requirements due on
the Claims under the mining laws of the United States, and the Claims are not
located within any area withdrawn from the operation of the mining laws of the
United States by statute, Presidential Order or pursuant to the Antiquities Act.
5. CONFIDENTIALITY. Regardless of whether the transactions contemplated
hereby are consummated, the parties agree that they and each of them will, and
will cause their officers, directors, employees and other representatives to,
hold in strict confidence any information obtained in connection with this
3
<PAGE>
Agreement or the transactions contemplated by this Agreement unless and until
that information is or becomes publicly available except insofar as this
information may be required by law, court order or regulation to be included in
a public report or otherwise disclosed.
6. Exchange of Documents. On April 1, 1997, the parties or their
representatives shall meet at the offices of Chartwell, at 10:00 a.m. local time
to exchange the documents set forth below, subject to the terms and conditions
set forth in this Agreement.
6.1 Chartwell shall deliver to Prentice of Quitclaim Deed, duly
executed by Chartwell.
6.2 In the event that on April 1, 1997, the market value of the
Closing Shares is less than $4,000,000, then Prentice shall deliver to Chartwell
a sufficient number of additional shares of Prentice Common Stock (the "Exchange
Shares") having a market value equal to the difference between the value of the
Closing Shares on April 1, 1997 and $4,000,000.
6.3 In the event that on April 1, 1998, the date on which all
restrictions on the Closing Shares (and the Exchange Shares, if any) shall be
removed, the market value of the Closing Shares (plus the Exchange Shares, if
any) is not equal to or in excess of $4,000,000, the at the option of Prentice,
it shall have the right and obligation to issue Chartwell additional shares, or
deliver to Chartwell cash, equal to the difference between the market value of
the Closing Shares (plus the Exchange Shares, if any) and $4,000,000, or, in
lieu thereof, return to Chartwell the Claims, with Chartwell retaining all
Shares previously issued to it.
6.4 For purposes of determining the market value of Prentice
Common Stock under this Agreement, such market value shall be determined based
on the average of the closing bid price of Prentice Common Stock for the five
trading days preceding the date upon which such value is to be determined.
6.5 All shares of Prentice Common Stock to be delivered under this
Agreement shall be restricted securities under the Securities Act of 1933 and
will be legended with the normal Securities Act of 1933 restrictive legend.
Prentice agrees to grant Chartwell, on customary terms, piggyback registration
rights on all shares of Prentice Common Stock granted herein.
6.6 Each of the Parties shall provide each other Party with such
additional documents as may be reasonably necessary to carry out the purposes of
this Agreement.
4
<PAGE>
6.6 Each of the Parties shall provide each other Party with such
additional documents as may be reasonably necessary to carry out the purposes of
this Agreement.
7. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations and
agreements made by the Parties in this Agreement or pursuant to this Agreement
shall be true and accurate as of the execution of this Agreement in all material
respects, and those representations and agreements shall survive for a period of
two years after the exchange of documents under paragraph 6, and then shall
expire.
8. EXPENSES. Each of the Parties shall pay its own expenses and all
expenses and fees of its respective legal counsel, accountants, and other agents
and advisors incurred pursuant to this Agreement regardless of whether the
transactions contemplated in this Agreement are consummated.
9. DISPOSITION OF DOCUMENTS AND RECORDS. Prior to April 1, 1997,
Prentice may upon reasonable notice inspect during usual business hours at
Chartwell's business address, any and all of Chartwell' records relating to the
Claims. During such review, Prentice may designate documents it wishes to
receive. At Chartwell's discretion, Chartwell shall deliver to Prentice either
the originals of such designated documents or copies thereof at Chartwell's
expense. In the event original documents are delivered, Prentice agrees to
retain such documents for a period of two years and to provide Chartwell with
access to, and the ability to make copies at Chartwell's cost of, such
documents.
10. MISCELLANEOUS.
10.1 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof.
10.2 NOTICE. All notices, requests, demands, directions and other
communications ("Notices") provided for in this Agreement shall be in writing
and shall be mailed or delivered personally or sent by telecopier or facsimile
to the applicable Party at the address of such Party set forth below. When
mailed, each such Notice shall be sent by first class, certified U.S. mail,
return receipt requested, enclosed in a postage prepaid wrapper, and shall be
effective on the date received at the appropriate mailing address. When
delivered personally, each such Notice shall be effective when delivered to the
address for the respective Party set forth in this Section 15.2. When sent by
telecopier or facsimile, each such Notice shall be effective on the first
business day after which it is sent. Each such Notice shall be addressed to the
Party at the address first given above. Any Party may change its address for
purposes of this Section by giving the other Party Notice of the new address in
the manner set forth above.
5
<PAGE>
10.3 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, and if any provision of this Agreement shall be or become
prohibited or invalid in whole or in part for any reason whatsoever, that
provision shall be ineffective only to the extent of such prohibition or
invalidity without invalidating the remaining portion of that provision or the
remaining provisions of this Agreement.
10.4 NON-WAIVER. The waiver by any Party of a breach or a violation
of any provision of this Agreement or the Promissory Notes shall not operate or
be construed as a waiver of any subsequent breach or violation of any provision
of this Agreement or the Promissory Notes.
10.5 AMENDMENT. No amendment or modification of this Agreement
shall be deemed effective unless and until it has been executed in writing by
the Parties to this Agreement. No term or condition of this Agreement shall be
deemed to have been waived, nor shall there be any estoppel to enforce any
provision of this Agreement, except by a written instrument that has been
executed by the Party charged with such waiver or estoppel.
10.6 INUREMENT. This Agreement shall be binding upon all of the
Parties, and it shall benefit, respectively, each of the Parties, and their
respective successors and assigns. This Agreement shall not be assignable by any
of the Parties; however, this shall not be deemed to make any of the Promissory
Notes described in Section 3 nonnegotiable.
10.7 HEADINGS. The headings to this Agreement are for convenience
only; they form no part of this Agreement and shall not affect its
interpretation.
10.8 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute a single instrument.
10.9 CHOICE OF LAW. This Agreement shall be construed in accordance
with the laws of the State of Colorado.
IN WITNESS WHEREOF, the Parties to this Agreement have caused this
Agreement to be executed by their duly authorized representatives on the date
first above written.
PRENTICE: CHARTWELL:
By: /s/ Lee J. Unger By: Janice Jones
--------------------------- ----------------------------
President Chair of Board
6
<PAGE>
ACKNOWLEDGEMENTS
STATE OF FLORIDA: )
)ss
COUNTY OF BROWARD )
The foregoing Purchase and Sale Agreement was acknowledged before me this
25th day of March, 1997 by ______ Lee J. Unger_____ as_______President______ of
Prentice Capital, Inc.
Witness my hand and official seal.
My commission expires: /s/ Nina Cianciola
---------------------------------
Notary Public
Commission #CC377013
Expires Jun 3, 1998
Bonded Thru Atlantic Bonding Co., Inc
STATE OF COLORADO )
)ss
COUNTY OF ARAPAHOE )
The foregoing Purc hase and Sale Agreement was acknowledged before me this
21st day of March, 1997 by _______ Janice A. Jones______as _Chairman of Board___
of Chartwell International, Inc.
Witness my hand and official seal.
My commission expires: /s/ Richie E. Oriatt
-----------------------------------
Notary Public
My Commission Expires Apr. 17, 1999
7
<PAGE>
AGREEMENT
---------
AGREEMENT dated this 10th day of March 1997 by and between PRENTICE
CAPITAL, INC., a Delaware corporation with offices at 13902 North Dale Mabry,
Suite 119, Tampa, Florida 33618 ("Prentice") and LEE J. UNGER, with offices at
2898 University Drive, Suite 70, Coral Springs, Florida 33065 ("Unger").
WHEREAS, Prentice has engaged in certain transactions pursuant to which
substantially all of the previous operations conducted by Prentice have been
sold, disposed of or otherwise terminated;
WHEREAS, Unger is desirous of obtaining control of Prentice and desires to
make certain acquisitions on behalf of Prentice for purposes of establishing new
operations for Prentice.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties hereto agree as follows:
1. Simultaneously with the consummation of the transactions and actions
hereinafter described, Prentice agrees to sell to Unger 5,000,000 shares of its
restricted Common Stock at a price of $0.05 per share, which purchase shall be
effected by delivery of Unger's assignable Promissory Note bearing interest at
6% per annum and due and payable one year from the date hereof;
2. Prentice has caused the election of Unger as President and Director
of Prentice and has received simultaneously herewith the resignations of Alan S.
Lipstein and Dr. Gerard Norton as officers and directors of Prentice leaving
Unger as the sole officer and director of Prentice at this time.
3. Simultaneously with the execution hereof, Unger, acting on behalf of
Prentice, has completed the sale and transfer to Prentice by Chartwell
International, Inc. of that certain gypsum mining property located near St.
George, Utah generally known as Riverview Placer Claims consisting of Claim No.
4, No. 7, No. 8 and No. 9 and all related unpatented claims and other rights
associated therewith as set forth in that certain Acquisition Agreement dated as
of the date hereof.
4. In connection with these transactions, Prentice has received the
contribution back to its capital of an aggregate of 7,800,000 shares of its
Common Stock from Alan S. Lipstein, Dr. Gerard Norton, Veitri Investments and
Roscom Limited. Simultaneously with these transactions, the following promissory
notes due and payable to Prentice are deemed discharged by the parties:
Promissory Note in the principal amount of $2,500,000 from Dr. Gerard Norton;
Promissory Note in the principal amount of $2,500,000 from Alan S. Lipstein;
<PAGE>
Promissory Note in the principal amount of $1,250,000 from Roscom Ltd.; and
Promissory Note in the principal amount of $1,750,000 from Veitri Investment
Ltd.
5. This Agreement contains the entire agreement among the parties with
respect to the matters described herein and supersedes all prior agreements,
written or oral with respect thereto.
6. The invalidity or unenforceability of any term, phrase, clause,
paragraph, restriction or other provisions of this Agreement shall in no way
affect the validity or enforcement of any other provision or any part thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
PRENTICE CAPITAL, INC.
By: /s/ Alan S. Lipstein
----------------------------------------
Alan S. Lipstein, President
/s/ Lee J. Unger
----------------------------------------
LEE J. UNGER
2
<PAGE>
EXTENSION AGREEMENT
-------------------
THIS EXTENSION AGREEMENT (the "Extension Agreement") is made and entered
into as of the 2nd day of April, 1997, between PRENTICE CAPITAL, INC., a
Delaware corporation ("Prentice"), the address of which is 2898 University
Drive, Suite 70, Coral Springs, Florida 33065, and CHARTWELL INTERNATIONAL,
INC., a Nevada corporation ("Chartwell"), the address of which is 5445 DTC
Parkway, Suite 735, Englewood, Colorado 80111.
RECITAL
-------
Prentice and Chartwell entered into that certain Purchase and Sale
Agreement (the "Purchase Agreement") dated March 17, 1997 by which Prentice will
acquire Chartwell's rights in certain mining claims in Washington County, Utah,
Prentice and Chartwell wish to extend the date for Exchange of Documents
set forth in paragraph 6 of the Purchase Agreement without otherwise altering
the duties or obligations of either party to the Purchase Agreement,
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and the receipt of $1.00 and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
Chartwell, the Parties agree as follows:
1. The first sentence of Paragraph 6 of the Purchase Agreement is
hereby deleted, and a new sentence substituted to read as follows:
6. On April 15, 1997, the parties or their
representatives shall meet at the offices of Chartwell
at 10:00 a.m. local time to exchange the documents set
forth below, subject to the terms and conditions set
forth in this Agreement.
6.2 In the event that on April 15, 1997, based on the bid
price, the market value of the Closing Shares is less
than $4,000,000, then Prentice shall deliver to
Chartwell a sufficient number of additional shares of
Prentice Common Stock (the "Exchange Shares") having a
market value equal to the difference between the value
of the Closing Shares on April 15, 1997 and
$4,000,000.
All other provisions of the Purchase Agreement shall remain unchanged.
<PAGE>
2. Prentice shall instruct its transfer agent to deliver on to
Chartwell on or before April 4, 1997, ONE MILLION shares of Prentice Common
Stock (restricted).
3. In the event that on April 15, 1997 the bid price of Prentice Common
Stock is $4.00 per share or greater, Chartwell shall return to Prentice the One
Million shares of Prentice Common Stock delivered pursuant to paragraph 2 above,
or an amount of stock as per Paragraph 6.2 (amended) of the Purchase Agreement
such that the stock retained by Chartwell has a market value on April 15, 1997
of $4,000,000.
4. Prentice further agrees to deliver to Chartwell One Hundred Thousand
Dollars ($100,000) on or before April 15, 1997 plus shares of Prentice Common
Stock (unrestricted) that together with the $100,000 will equal Five Hundred
Thousand Dollars ($500,000) based on the bid price on the day of delivery.
IN WITNESS WHEREOF, the Parties to this Extension Agreement have caused
this Extension Agreement to be executed by their duly authorized representatives
on the date first above written.
PRENTICE: CHARTWELL:
By: /s/ Lee J. Unger By: /s/ Janice Jones
-------------------------- ----------------------------
Title: President Title: Chair of Board
2
<PAGE>
PRENTICE CAPITAL, INC.
FAX COVER SHEET
REMARKS:
This FAX is to establish the fact that the true intent and understanding between
Chartwell International Inc. and Prentice Capital Inc. in the drafting and
executing of the EXTENSION AGREEMENT made and entered into as of 2nd day of
April 1997 between these two companies so not only to extend the closing date to
April 15th, 1997 but to also establish April 15th, 1997 as the date for the Bid
Price on that market date to be the value of the shares in calculating the
$4,000,000, and there by taking the place of paragraph 6.4 of the original
Purchase Agreement.
PRENTICE: CHARTWELL:
BY: /s/ Lee J. Unger BY: /s/ Janice Jones
-------------------------- ------------------------
LEE J. UNGER JANICE JONES
------------ ------------
TITLE: PRESIDENT TITLE: PRESIDENT
----------------------- ---------------------
<PAGE>
MINUTES OF SPECIAL MEETING
OF THE BOARD OF DIRECTORS
OF
PRENTICE CAPITAL, INC.
Minutes of the meeting of the Board held at the offices of the Corporation at
2898 University Drive, Suite 70, Coral Springs, FL 33065, on the 3rd Day of
April, 1997, at 11:00 a.m.
The President of the Corporation called the meeting to order, and stated that a
Quorum was present, and the meeting was ready to transact business.
The President presented an Extension Agreement made and entered into as of the
2nd Day of April 1997 between Prentice Capital, Inc. and Chartwell
International, Inc. extending the Date for the Exchange of Documents to April
15th, 1997 rather than April 1st, 1997 as set forth in paragraph 6 of the
Purchase Agreement dated March 17th, 1997 by which Prentice will acquire
Chartwell's rights in certain mining claims in Washington County, Utah.
The Extension Agreement also provides in paragraph 2 that Prentice shall
instruct its transfer agent to deliver on to Chartwell on or before April 4th,
1997 ONE MILLION shares of Prentice Common Stock (restricted). Subject to a
provision in paragraph 3 that in the event Prentice Common Stock is $4.00 per
share or greater on April 15th, 1997, Chartwell shall return to Prentice the One
Million shares of Prentice Common Stock.
On a motion duly made and carried the Extension Agreement was ratified, and
instruction are to be given to our Agent, Corporation Stock Transfer to issue
one million (1,000,000) shares of Prentice Capital, Inc. Common Stock
(Restricted), and to deliver it to Chartwell International, Inc.
There being no further business, the meeting was adjourned the 3rd of April 1997
at 11:30 a.m.
/s/ Lee J. Unger
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Lee J. Unger, President
