SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No.___)
Check the appropriate box:
|_| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
|X| Definitive Information Statement
INTERNATIONAL TOURIST ENTERTAINMENT CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
INTERNATIONAL TOURIST ENTERTAINMENT CORPORATION
3562 Shepherd of the Hills Expressway
Branson, Missouri 65616
September 7, 1999
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders
of International Tourist Entertainment Corporation, that will be held on
Saturday, October 16, 1999, at 12:30 p.m. local time, in the "Remember When
Theater" at the Company's facility at 3562 Shepherd of the Hills Expressway,
Branson, Missouri 65616. In addition to the matters to be acted upon at the
meeting, described in the attached Notice of Special Meeting of Stockholders and
Information Statement, there will be a report with respect to the progress of
the Company and an opportunity for stockholders to ask questions.
Sincerely,
Paul M. Bluto
Chairman and Chief Executive Officer
<PAGE>
INTERNATIONAL TOURIST ENTERTAINMENT CORPORATION
3562 Shepherd of the Hills Expressway
Branson, Missouri 65616
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SATURDAY, OCTOBER 16,1999
------------------------------------------------
To the Stockholders of International Tourist Entertainment Corporation:
A Special Meeting of Stockholders (the "Meeting") of International
Tourist Entertainment Corporation, a U.S. Virgin Islands corporation ("ITEC
Attractions"), will be held on Saturday, October 16, 1999, at 12:30 p.m., local
time, in the "Remember When Theater" at the Company's facility at 3562 Shepherd
of the Hills Expressway, Branson, Missouri 65616, for the following purposes:
1. To adopt and approve an Agreement and Plan of Merger whereby the
domicile of ITEC Attractions will be changed from the U.S. Virgin Islands to the
State of Nevada;
2. To ratify the selection by the Board of Tanner & Company as
independent auditors of ITEC Attractions for the fiscal year ending December 31,
1999; and
3. To transact such other business as may properly come before the
Meeting and any and all adjournments or postponements thereof.
The Board has fixed the close of business on Tuesday, September 7,
1999, as the record date for determining the stockholders entitled to notice of,
and to vote at, the Meeting. Only stockholders of record as of the record date
are entitled to notice of, and to vote at, the Meeting and any adjournments or
postponements thereof. A copy of ITEC Attractions' Information Statement
accompanies this notice. These materials will be first sent to stockholders on
or about September 24, 1999.
Stockholders are cordially invited to attend the Meeting in person. WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
BOB CARDON, Secretary
Branson, Missouri
September 7, 1999
<PAGE>
INTERNATIONAL TOURIST ENTERTAINMENT CORPORATION
3562 Shepherd of the Hills Expressway
Branson, Missouri 65616
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INFORMATION STATEMENT
Special Meeting of Stockholders
To Be Held on Saturday, October 16, 1999
------------------------------
GENERAL INFORMATION
This Information Statement is being furnished to the stockholders of
International Tourist Entertainment Corporation ("ITEC Attractions"), in
connection with the Special Meeting of Stockholders and any and all adjournments
or continuations thereof, (the "Meeting") to be held Saturday, October 16, 1999,
at 12:30 p.m., local time, in the "Remember When Theater" at the Company's
facility at 3562 Shepherd of the Hills Expressway, Branson, Missouri 65616, for
the purposes set forth in the accompanying Notice of Special Meeting of
Stockholders (the "Notice"). These materials will be first mailed to
stockholders on or about September 24, 1999.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PURPOSE OF SPECIAL MEETING OF STOCKHOLDERS
At the Meeting, stockholders will be asked: (i) to adopt and approve an
Agreement and Plan of Merger whereby the domicile of ITEC Attractions will be
changed from the U.S. Virgin Islands to the State of Nevada; (ii) to ratify the
selection by the Board of Tanner & Company as independent auditors of ITEC
Attractions and its successor for the fiscal year ending December 31, 1999; and
(iii) to transact such other business as may properly come before the Meeting
and any and all adjournments or postponements thereof. Action on item (i) above
will be approved by affirmative vote of the holders of 2/3 of the shares of ITEC
Attractions' common stock, $.001 par value, that is issued and outstanding.
Action on item (ii) above will be approved by affirmative vote of the holders of
a majority of the shares of the common stock present or represented by proxy at
the Meeting, if a quorum exists, and entitled to vote on such matters. The Board
recommends a vote "FOR" (i) the adoption and approval of the Agreement and Plan
of Merger whereby the domicile of ITEC Attractions will be changed from the U.S.
Virgin Islands to the State of Nevada; and (ii) the ratification of the
selection by the Board of Tanner & Company as independent auditors of ITEC
Attractions and its successor for the fiscal year ending December 31, 1999. The
Board knows of no other matters which are likely to be brought before the
Meeting.
QUORUM, VOTING RIGHTS AND OTHER MATTERS
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of common stock is necessary to constitute a quorum at the
Meeting. Only stockholders of record at the close of business on Tuesday,
September 7, 1999 (the "Record Date"), will be entitled to notice of, and to
vote at, the Meeting. As of the Record Date, there were 7,937,638 shares of
common stock issued and outstanding and entitled to vote at the Meeting. There
are no other classes of stock outstanding. Holders of common stock as of the
Record Date are entitled to one vote for each share held. Holders of common
stock are not entitled to cumulative voting rights.
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The cost of preparing, printing, assembling and mailing this
Information Statement and other material furnished to stockholders in connection
with the Meeting will be borne by ITEC Attractions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of September 7,
1999, regarding the beneficial ownership of ITEC Attractions' common stock, for:
(i) each person (or group of affiliated persons) who, insofar as ITEC
Attractions has been able to ascertain, beneficially owned more than 5% of the
outstanding shares of common stock; (ii) each director and executive officer of
ITEC Attractions; and (iii) all directors and executive officers of ITEC
Attractions as a group. ITEC Attractions has relied on information received from
each stockholder as to beneficial ownership, including information contained on
Schedules 13D and Forms 3, 4 and 5. As of September 7, 1999, there were
7,937,638 shares of common stock outstanding. As of that date, there were
outstanding warrants to purchase 2,000,000 shares of common stock.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership(1) Class
- ------------------- ----------------------- ----------
<S> <C> <C>
Paul M. Bluto (2) 6,296,572 71.1%
Lourette Ann Bluto (2) 6,296,572 71.1%
Kelvyn H. Cullimore (3) 480,649 6.0%
Kelvyn H. Cullimore, Jr. (4) 230,339 2.9%
Francis E. McLaughlin (5) 177,764 2.2%
Kumar V. Patel (6) 200,000 2.5%
Thomas J. Carlson (7) 133,334 1.7%
Michael L. Pitman 70,563 0.9%
Randy S. Brashers 70,543 0.9%
All Directors and Officers
of the Company as a Group
(9 persons)(8) 7,429,445 81.6%
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</TABLE>
(1) These calculations are based upon a total of 7,937,638 shares
outstanding as of September 7, 1999. In addition, for each person or
group the number of shares owned and the calculation of the percentage
ownership includes the number of shares that person or group has the
right to acquire.
(2) Mr. Paul Bluto and Mrs. Lourette Ann Bluto jointly own 11,013 shares as
a result of their pre-bankruptcy holdings. Mr. Bluto acquired 4,433,490
restricted shares pursuant to the Company's Plan of Reorganization, Mr.
Bluto acquired 539,573 restricted shares in a private placement by the
Company, and Mrs. Bluto owns 6,257 shares. In addition, Mr. Bluto is a
trustee of the GS & W Services Defined Benefit Plan, which acquired
383,333 restricted shares in a private placement by the Company, and
Mr. Bluto is deemed to be the beneficial owner of these shares. Mr.
Bluto also owns warrants to purchase 539,573 restricted shares at a
price of $1.00 per share. The GS & W Services Defined Benefit Plan also
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<PAGE>
owns warrants to purchase 383,333 restricted shares at a price of $1.00
per share. All shares owned directly or beneficially by either Mr.
Bluto or Mrs. Bluto are deemed to be beneficially owned by the other.
(3) Mr. Cullimore owns 10,453 shares as a result of pre-petition holdings,
he received 201,523 shares as part of the Company's Plan of
Reorganization and he owns 5,000 shares, which he received in
satisfaction of claims as a creditor of the Company. In addition, Mr.
Cullimore owns 16,667 restricted shares of common stock acquired in the
Company's private placement, and he owns warrants to purchase 16,667
restricted shares at a price of $1.00 per share. Mr. Cullimore may be
deemed to be a control person of Dynatronics Corporation which owns
230,339 shares, which are included in Mr. Cullimore's holdings.
(4) Mr. Cullimore, Jr. may be deemed to be a control person of Dynatronics
Corporation which owns 230,339 shares, which are included in Mr.
Cullimore, Jr.'s holdings.
(5) Mr. McLaughlin owns 9,430 shares as a result of pre-petition holdings
and he acquired 66,667 restricted shares in the Company's private
placement. He also owns warrants to purchase 66,667 restricted shares
of the Company's common stock at a price of $1.00 per share. He has
also purchased 35,000 shares in the open market.
(6) Mr. Patel acquired 100,000 restricted shares in the Company's private
placement. He also owns warrants to purchase 100,000 restricted shares
of the Company's common stock at a price of $1.00 per share.
(7) Mr. Carlson acquired 66,667 restricted shares in the Company's private
placement. He also owns warrants to purchase 66,667 restricted shares
of the Company's common stock at a price of $1.00 per share.
(8) The calculation of beneficially owned shares of all executive officers
and directors as a group eliminates the duplicate entries of shares
owned by Dynatronics which are reflected in the beneficial ownership of
both Kelvyn H. Cullimore and Kelvyn H. Cullimore, Jr., as well as
shares owned by GS & W Services, Inc. and the Bluto family which are
reflected in the beneficial ownership of both Paul and Lourette Ann
Bluto.
PROPOSAL NO. 1 - CHANGE OF DOMICILE
The Board has adopted a proposal to change the domicile of
International Tourist Entertainment Corporation from the U.S. Virgin Islands to
the State of Nevada. To accomplish this change in domicile, the Board has caused
the formation of a Nevada corporation named "ITEC Attractions, Inc." The address
and telephone number of the principal offices of ITEC Attractions, Inc. will be
the same as that of International Tourist Entertainment Corporation; 3562
Shepherd of the Hills Expressway, Branson, Missouri 65616.
Telephone: (417) 335-3533.
The Board has caused International Tourist Entertainment Corporation,
the U.S. Virgin Islands corporation, and ITEC Attractions, Inc., the Nevada
corporation, to enter into an Agreement and Plan of Merger, a copy of which is
attached hereto as Appendix A and incorporated herein by this reference.
Pursuant to the Agreement and Plan of Merger, International Tourist
Entertainment Corporation will be merged into ITEC Attractions, Inc.; ITEC
Attractions, Inc. will be the surviving corporation and each share of the common
stock, $.001 par value, of International Tourist Entertainment Corporation will
be exchanged for one share of the common stock, $.001 par value, of ITEC
Attractions, Inc. Prior to the merger, ITEC Attractions, Inc. will have no
shareholders, assets, liabilities, equity or operations. From and after the date
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of the merger, ITEC Attractions, Inc. will succeed to all of the shareholders,
assets, liabilities, equity and operations of International Tourist
Entertainment Corporation. The merger will not result in any change to the
assets, liabilities, operations or any other aspect of International Tourist
Entertainment Corporation, except that whereas before the merger the corporation
was a U.S. Virgin Islands corporation, from and after the date of the merger,
the corporation will be a Nevada corporation.
As a result of the merger, the 7,97,638 shares of common stock, $.001
par value, of International Tourist Entertainment Corporation will be exchanged
for 7,937,638 share of common stock, $.001 par value of ITEC Attractions, Inc.
There will be no material differences in the rights and preferences of the
shares of common stock of either corporation. There are no dividends in arrears
with respect to any of the shares.
The proposal to change the domicile of International Tourist
Entertainment Corporation was adopted by the Board because the corporation has
no business activities in the U.S. Virgin Islands and no plans to conduct any
business activities in the U.S. Virgin Islands. When International Tourist
Entertainment Corporation was formed, it was formed as a U.S. Virgin Islands
corporation to take advantage of certain tax incentives offered in connection
with a project which it proposed to develop in the U.S. Virgin Islands.
International Tourist Entertainment Corporation was unable to obtain the
financing to develop the U.S. Virgin Islands project and instead developed a
project in Branson, Missouri. For this reason, the Board determined to change
the domicile to a state with a more friendly corporation law.
The Board believes that the merger will qualify as a "pooling of
interests", which means that for accounting and financial reporting purposes,
International Tourist Entertainment Corporation and ITEC Attractions, Inc. will
be treated as though they had always been a single entity. The Board also
believes that for federal income tax purposes, the merger will qualify as a
"reorganization" within the meaning of Section 368 of the Internal Revenue Code
of 1986, as amended.
The are no federal or state regulatory requirements that must be
complied with or approvals which must be obtained in connection with this
transaction, other than the filing of certain notifications after the Meeting
with the State of Nevada and the U.S. Virgin Islands.
Rights of Dissenting Stockholders
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Pursuant to the General Corporation Law of the U.S. Virgin Islands,
ITEC Attractions, Inc. as the surviving corporation, is required to file a copy
of the Agreement and Plan of Merger in the office of the Lieutenant Governor of
the U.S. Virgin Islands following the Meeting. Within 10 days after this filing
of the Agreement and Plan of Merger, ITEC Attractions, Inc. is required to
notify each stockholder of International Tourist Entertainment Corporation, who
objected to the merger in writing and filed the written objection with
International Tourist Entertainment Corporation prior to the vote on the merger
and whose shares were not voted in favor of the merger (the "Dissenting
Stockholders") that the Agreement and Plan of Merger has been filed. Dissenting
Stockholders have 20 days after the mailing date of such notice by ITEC
Attractions, Inc. to demand in writing payment of the value of their stock. ITEC
Attractions, Inc. shall have 30 days after the expiration of the 20 day period
to pay the value, determined as of the date of filing of the Agreement and Plan
of Merger, of the stock to the Dissenting Stockholder. The value of the stock
will be determined by agreement of the parties, by appraisal or otherwise as
provided in Section 256 of the General Corporation Laws of the U.S. Virgin
Islands.
THE BOARD DEEMS PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS
OF ITEC ATTRACTIONS AND ITS STOCKHOLDERS AND RECOMMENDS
A VOTE "FOR" APPROVAL THEREOF
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<PAGE>
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board has appointed Tanner & Company, certified public accountants,
as auditors to examine the financial statements of ITEC Attractions and its
successor for the fiscal year ending December 31, 1999 and to perform other
appropriate accounting services and is requesting ratification of such
appointment by the stockholders. Tanner & Company has served as ITEC
Attractions' auditors since 1997.
In the event that the stockholders do not ratify the appointment of
Tanner & Company, the adverse vote will be considered as a direction to the
Board to select other auditors for the next fiscal year.
THE BOARD DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS
OF ITEC ATTRACTIONS AND ITS STOCKHOLDERS AND RECOMMENDS
A VOTE "FOR" APPROVAL THEREOF
OTHER MATTERS
Management does not intend to present, and has no information as of the
date of preparation of this Information Statement that others will present, any
business at the Meeting other than business pertaining to matters required to be
set forth in the Notice of Special Meeting and Information Statement.
THE BOARD ENCOURAGES STOCKHOLDERS TO ATTEND THE MEETING IN PERSON.
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<PAGE>
APPENDIX A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as
of September 3, 1999 by and between INTERNATIONAL TOURIST ENTERTAINMENT
CORPORATION, a U.S. Virgin Islands corporation (the "Company") with an address
at 3562 Shepherd of the Hills Expressway, Branson, Missouri 65616; and ITEC
Attractions, Inc.("ITEC-NV"), a Nevada corporation, with an address at 3562
Shepherd of the Hills Expressway, Branson, Missouri 65616.
WHEREAS, the Board of Directors of the Company have determined that it
is in the best interests of the Company and necessary for carrying out its
corporate purposes that the Company change its domicile from the U.S. Virgin
Islands to the State of Nevada.
WHEREAS, the Board of Directors of the Company has caused to be formed
a Nevada corporation, ITEC Attractions, Inc., and has determined to merge the
Company with and into ITEC Attractions, Inc. upon the terms and conditions
contained herein.
NOW, THEREFORE, in consideration of the premises and of the
representations, warranties, covenants and agreements set forth herein, the
parties hereto hereby agree as follows:
ARTICLE I - THE MERGER
1.1. The Merger. Upon the terms and subject to the conditions of this
Agreement, at the Effective Time (as defined in Section 1.3 of this Agreement),
the Company shall be merged with and into ITEC-NV in accordance with the laws of
the State of Nevada and the U.S. Virgin Islands and the terms of this Agreement
(the "Merger"), whereupon the separate corporate existence of the Company shall
cease, and ITEC-NV shall be the surviving corporation of the Merger (ITEC-NV, as
the surviving corporation after the Merger is sometimes referred to herein as
the "Surviving Corporation").
1.2. Closing. Subject to the terms and conditions of this Agreement,
the closing of the Merger (the "Closing") shall take place (a) at the offices of
the Company, 3562 Shepherd of the Hills Expressway, Branson, Missouri 65616 as
soon as administratively feasible after all the conditions set forth in Article
VI of this Agreement (other than those that are waived by the party or parties
for whose benefit such conditions exist) are satisfied; or (b) at such other
place, time, and/or date as the parties hereto may otherwise agree. The date
upon which the Closing shall occur is referred to herein as the "Closing Date."
1.3. Effective Time. If all the conditions to the Merger set forth in
Article VI of this Agreement have been fulfilled or waived and this Agreement
shall not have been terminated as provided in Article VII hereof, the parties
hereto shall cause (i) articles of merger (the "Articles of Merger") to be
properly executed and filed in accordance with the laws of the State of Nevada
and the terms of this Agreement on or before the Closing Date and (ii) a
certified and acknowledged copy of this Agreement and Plan of Merger to be
properly filed in accordance with the laws of the U.S. Virgin Islands on or
before the Closing Date. The parties hereto shall also take such further actions
as may be required under the laws of the State of Nevada and the U.S. Virgin
Islands in connection with the consummation of the Merger. The Merger shall
become effective at such time as the Articles of Merger are duly filed with the
Secretary of State of Nevada or at such later time as is specified in the
Articles of Merger (the "Effective Time"). From and after the Effective Time,
the Surviving Corporation shall possess all the rights, privileges, powers and
franchises and be subject to all of the restrictions, disabilities and duties of
the Company, all as provided under applicable law.
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1.4. Conversion of Shares. (a) At the Effective Time each share of
Common Stock, par value $0.001 per share, of the Company outstanding at the
Effective Time, by virtue of the Merger and without any action on the part of
the holders thereof, shall be converted into the right to receive one share of
ITEC-NV Common Stock (the "Exchange Ratio").
(b) As a result of the Merger and without any action on the part of the
holder thereof, at the Effective Time, all shares of Company Common Stock shall
cease to be outstanding and shall be canceled and retired and shall cease to
exist, and each holder of shares of Company Common Stock shall thereafter cease
to have any rights with respect to such shares of Company Common Stock, except
for the right to receive, without interest, the consideration set forth in this
Section 1.4 upon the surrender of a certificate (each, a "Certificate")
representing such shares of Company Common Stock in accordance with the
provisions of this Article I.
1.5. Stock Options. All options and warrants to acquire Company Common
Stock (individually, a "Company Option" and collectively, the "Company Options")
outstanding at the Effective Time shall remain outstanding following the
Effective Time. At the Effective Time, such Company Options, by virtue of the
Merger and without any further action on the part of the Company or the holder
of such Company Options, shall be assumed by ITEC-NV and shall be exercisable
upon the same terms and conditions as with respect to the Company. ITEC-NV shall
take all corporate actions necessary to reserve for issuance such number of
shares of ITEC-NV Common Stock as will be necessary to satisfy exercises in full
of all Company Options after the Effective Time.
1.6. Exchange of Certificates Representing Company Common Stock. (a)
Interwest Transfer Company, Inc. shall act as exchange agent (the "Exchange
Agent") in the Merger.
(b) At or promptly after the Effective Time, ITEC-NV shall cause the
Exchange Agent to mail to each holder of record of shares of Company Common
Stock (i) a letter of transmittal which shall specify that delivery shall be
effected, and risk of loss and title to such shares of Company Common Stock
shall pass, only upon delivery of the Certificates representing such shares to
ITEC-NV; and (ii) instructions for use in effecting the surrender of such
Certificates in exchange for the consideration to be received by such holder
pursuant to Sections 1.4 and 1.6 hereof. Upon surrender of a Certificate
representing shares of Company Common Stock for cancellation to ITEC- NV,
together with such letter of transmittal, duly executed and completed in
accordance with the instructions thereto, the holder of the shares represented
by such Certificate shall be entitled to receive in exchange therefor, a
certificate representing that number of whole shares of ITEC-NV Common Stock,
and unpaid dividends and distributions, if any, which such holder has the right
to receive in respect of the Certificate surrendered pursuant to the provisions
of this Section 1.6, after giving effect to any required withholding tax, and
the shares represented by the Certificate so surrendered shall forthwith be
canceled. In the event of a transfer of ownership of Company Common Stock which
is not registered in the transfer records of the Company, the consideration to
be paid to such holder of Company Common Stock pursuant to Sections 1.4 and 1.6
hereof may be issued to such a transferee if the Certificate representing such
Company Common Stock is presented to ITEC-NV, accompanied by all documents
required to evidence and effect such transfer and to evidence that any
applicable stock transfer taxes have been paid or, alternatively, payments of
such transfer tax to the Exchange Agent.
(d) At or after the Effective Time, there shall be no transfers on the
stock transfer books of the Company of the shares of Company Common Stock which
were outstanding at the Effective Time. If, after the Effective Time,
Certificates are presented to the Surviving Corporation, they shall be canceled
and exchanged for the consideration set forth in this Article I deliverable in
respect thereof pursuant to this Agreement in accordance with the procedures set
forth in this Section 1.6.
(e) All former stockholders of the Company (each, a "Stockholder" and
collectively the "Stockholders") shall look only to ITEC-NV for payment of
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shares of ITEC-NV Common Stock deliverable in respect of each share of Company
Common Stock such Stockholder holds as determined pursuant to this Agreement,
without any interest thereon.
(f) None of ITEC-NV, the Company, the Surviving Corporation or any
other person shall be liable to any former holder of shares of Company Common
Stock for any amount properly delivered to a public official pursuant to
applicable abandoned property, escheat or similar laws.
(g) In the event any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Person claiming
such Certificate to be lost, stolen or destroyed and, if required by the
Surviving Corporation, the posting by such Person of a bond in such reasonable
amount as the Surviving Corporation may direct as indemnity against any claim
that may be made against it with respect to such Certificate, ITEC-NV will issue
in exchange for such lost, stolen or destroyed Certificate, the consideration to
be received by the holder of such Certificate pursuant to Sections 1.4 and 1.6
hereof.
1.7. Tax Consequences and Accounting Treatment. It is intended by the
parties hereto that the Merger shall constitute a reorganization within the
meaning of Section 368 of the Code and that the transaction be accounted for as
a pooling of interests.
1.8. Taking of Necessary Action; Further Action. If, at any time after
the Effective Time, any further action is necessary or desirable to carry out
the purposes of this Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights, privileges, powers
and franchises of the Company, the officers and directors of the Company are
fully authorized in the name of their respective corporations or otherwise to
take, and will take, all such lawful and necessary action, so long as such
action is consistent with this Agreement.
ARTICLE II - CERTAIN MATTERS RELATING TO THE SURVIVING CORPORATION
2.1. Certificate of Incorporation of the Surviving Corporation. The
certificate of incorporation of ITEC- NV in effect at the Effective Time shall
be the certificate of incorporation of the Surviving Corporation until amended
in accordance with its terms and pursuant to applicable law.
2.2. By-Laws of the Surviving Corporation. The By-Laws of the Company
in effect at the Effective Time shall be the By-Laws of the Surviving
Corporation until amended in accordance with the terms of such By-Laws and
pursuant to applicable law and the Certificate of Incorporation of the Surviving
Corporation.
2.3. Directors of the Surviving Corporation. The directors of the
Company prior to the Effective Time shall be the directors of the Surviving
Corporation, to hold office until their successors are duly appointed or elected
in accordance with applicable law.
2.4. Officers of the Surviving Corporation. The officers of the Company
prior to the Effective Time shall be the officers of the Surviving Corporation,
who shall hold their offices until their successors are duly appointed or
elected in accordance with applicable law.
2.5.Agent for Service of Process in the U.S. Virgin Islands. ITEC
Attractions, Inc., the Surviving Corporation hereby irrevocably appoints the
Lieutenant Governor of the U.S. Virgin Islands as its agent to accept service of
process in the U.S. Virgin Islands in any action or proceeding for enforcement
of any obligation of International Tourist Entertainment Corporation as well as
for enforcement of any obligation of the Surviving Corporation arising from the
merger described in this Agreement, including any action or other proceeding to
enforce the right of any stockholder as determined in appraisal proceedings
pursuant to the provisions of Section 256 of the General Corporation Law of the
U.S. Virgin Islands.
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ARTICLE III - REPRESENTATIONS AND WARRANTIES OF ITEC-NV
ITEC-NV represents and warrants to the Company that the statements
contained in this Article III are true and correct.
3.1. Existence, Good Standing, Corporate Authority. ITEC-NV, (i) is a
corporation duly incorporated, validly existing and in good standing under the
laws of its respective jurisdiction of incorporation; and (ii) has all requisite
power and authority to (A) carry on its business as currently proposed to be
conducted, and (B) consummate the transactions contemplated hereby.
3.2. Authorization of Agreement and Other Documents. The execution and
delivery of this Agreement and the other documents executed or to be executed in
connection herewith to which ITEC-NV is a party (collectively, the "ITEC-NV
Ancillary Documents"), have been duly authorized by the Board of Directors of
ITEC- NV and no other proceedings on the part of ITEC- V or its stockholders are
necessary to authorize the execution, delivery or performance of this Agreement
or any ITEC-NV Ancillary Document. This Agreement is, and, as of the Closing
Date, each of the ITEC-NV Ancillary Documents will be, a valid and binding
obligation of ITEC-NV, as the case may be, enforceable against ITEC-NV, as the
case may be, in accordance with its terms, except to the extent that enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
enforcement is considered in a proceeding at law or in equity).
3.3. Capitalization. (a) The total authorized capital stock of ITEC-NV
consists of (i) 40,000,000 shares of ITEC-NV Common Stock, none of which are
issued and outstanding as of the date of this Agreement and 7,937,638 shares of
which have been reserved for issuance pursuant to the Merger and (ii) 10,000,000
shares of preferred stock, none of which are issued and outstanding as of the
date of this Agreement. There are no shares of capital stock of ITEC-NV of any
other class authorized, issued or outstanding. The issuance of ITEC-NV Common
Stock pursuant to the Merger is not subject to any pre-emptive or other similar
rights to acquire ITEC-NV Common Stock.
(b) there are no outstanding (i) securities convertible into or
exchangeable for any capital stock of ITEC- NV, (ii) options, warrants or other
rights to purchase or subscribe to capital stock of ITEC-NV or securities
convertible into or exchangeable for capital stock of ITEC-NV, or (iii)
contracts, commitments, agreements, understandings, arrangements, calls or
claims of any kind relating to the issuance of any capital stock of ITEC-NV.
3.4. ITEC-NV Common Stock. The issuance and delivery by ITEC-NV of
shares of its Common Stock in connection with the Merger and this Agreement have
been duly and validly authorized by all necessary corporate action on the part
of ITEC-NV. The shares of ITEC-NV Common Stock to be issued in connection with
the Merger and this Agreement, when issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable and free of
preemptive rights.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to ITEC-NV that the statements
contained in this Article IV are true and correct.
4.1. Organization, Standing and Qualification. The Company (i) is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation; (ii) has all requisite power and authority
to (A) own or lease and operate its properties and assets and to carry on its
business as now conducted and as currently proposed to be conducted, and (B)
consummate the transactions contemplated hereby; (iii) is duly qualified or
licensed to do business and is in good standing in all jurisdictions in which it
owns or leases property or in which the conduct of its business requires it to
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so qualify or be licensed; and (iv) has obtained all licenses, permits,
franchises and other governmental authorizations necessary to the ownership or
operation of its properties or the conduct of its business.
4.2. Authorization of Agreement and Other Documents. The execution and
delivery of this Agreement and the other documents executed or to be executed in
connection herewith to which the Company is a party (collectively, the "Company
Ancillary Documents"), have been duly authorized by the Board of Directors of
the Company and no other corporate or stockholder approvals are necessary to
authorize the execution, delivery or performance of this Agreement or any
Company Ancillary Document, except the approval of the Merger by the
Stockholders. This Agreement is, and, as of the Closing Date, each of the
Company Ancillary Documents will be, a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except to
the extent that enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
affecting enforcement of creditors' rights generally, and by general principles
of equity (regardless of whether enforcement is considered in a proceeding at
law or in equity) and subject to the receipt of Stockholder approval of the
Merger.
4.3. Capitalization. (a) Except for shares of Company Common Stock
issued upon the exercise of outstanding options and warrants to purchase Company
Common Stock listed in the Disclosure Statement, the total authorized capital
stock of the Company consists of (i) 40,000,000 shares of common stock, par
value $0.001 per share, 7,937,638 shares of which are issued and outstanding;
and (ii) 10,000,000 shares of preferred stock, none of which are issued and
outstanding. There are no shares of capital stock of the Company of any other
class authorized, issued or outstanding. The Company has outstanding warrants to
purchase 2,000,000 shares of its Common Stock at a price of $1.00 per share.
(b) Each share of the outstanding Company Common Stock is (i) duly
authorized and validly issued; (ii) fully paid and nonassessable and free of
preemptive and similar rights; and (iii) to the knowledge of the Company, free
and clear of all liens, pledges, security interests, claims or other
encumbrances and restrictions on voting and transfer other than restrictions on
transfer imposed by Federal and state securities laws.
ARTICLE V - COVENANTS
5.1. Expenses. Whether or not the Merger is consummated, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the Company.
ARTICLE VI - CONDITIONS
6.1. Conditions to Each Party's Obligation to Effect the Merger. The
respective obligations of each party to effect the Merger shall be subject to
the fulfillment at or prior to the Closing Date of each of the following
conditions (unless waived by each of the parties hereto in accordance with the
provisions of Section 7.3 hereof):
(a) This Agreement and the Merger and other transactions contemplated
hereby shall have been approved and adopted by the requisite vote of the
Stockholders.
(c) No preliminary or permanent injunction or other order or decree by
any federal or state court which prevents the consummation of the Merger or
materially changes the terms or conditions of this Agreement shall have been
issued and remain in effect. In the event any such order or injunction shall
have been issued, each party agrees to use its reasonable efforts to have any
such injunction lifted.
(d) The Form S-4 shall have been declared effective by the SEC and
shall be effective at the Effective Time, and no stop order suspending the
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<PAGE>
effectiveness of the Form S-4 shall have been issued, no action, suit,
proceeding or investigation by the SEC to suspend the effectiveness thereof
shall have been initiated and be continuing, and all necessary approvals under
state securities laws relating to the issuance or trading of the ITEC- NV Common
Stock to be issued to the Stockholders in connection with the Merger shall have
been received.
(e) All material consents, authorizations, orders and approvals of (or
filings or registrations with) any governmental commission, board or other
regulatory body required in connection with the execution, delivery and
performance of this Agreement shall have been obtained or made, except for
filings in connection with the Merger and any other documents required to be
filed after the Effective Time.
(f) The ITEC-NV Common Stock to be issued to the Stockholders in
connection with the Merger shall have been authorized for reporting on the
NASD's OTC Bulletin Board subject only to official notice of issuance.
ARTICLE VII - TERMINATION
7.1. Termination. This Agreement may be terminated and the Merger may
be abandoned at any time before the Closing Date notwithstanding the approval or
adoption of this Agreement by the Stockholders by the mutual written consent of
ITEC-NV and the Company.
ARTICLE VIII - GENERAL PROVISIONS
8.1. Assignment, Binding Effect. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties.
8.2. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada without regard to its rules
of conflict of laws.
8.3. Headings. Headings of the Articles and Sections of this Agreement
are for the convenience of the parties only and shall be given no substantive or
interpretive effect whatsoever.
8.4. Interpretation. In this Agreement, unless the context otherwise
requires, words describing the singular number shall include the plural and vice
versa, and words denoting any gender shall include all genders and words
denoting natural persons shall include corporations and partnerships and vice
versa.
8.5. Severability. Any term or provision of this Agreement which is
invalid or unenforceable shall be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
the same to be duly delivered on their behalf as of the day and year first
written above.
ITEC-NV ITEC ATTRACTIONS, INC.
By: ________________________________
Paul M. Bluto, Chairman
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THE COMPANY: INTERNATIONAL TOURIST ENTERTAINMENT
CORPORATION
By its Board of Directors:
BOARD OF DIRECTORS:
- ------------------------------------ ------------------------------------
Paul M. Bluto Lourette Ann Bluto
Dated:___________________ Dated:___________________
- ------------------------------------ ------------------------------------
Thomas J. Carlson Kelvyn H. Cullimore
Dated:___________________ Dated:___________________
- ------------------------------------ ------------------------------------
Kelvyn H. Cullimore, Jr. Francis E. McLaughlin
Dated:___________________ Dated:___________________
- ------------------------------------
Kumar V. Patel
Dated:___________________
The undersigned Secretary of International Tourist Entertainment
Corporation hereby certifies that this Agreement and Plan of Reorganization has
been duly adopted by the shareholders of the Corporation representing two-thirds
of the total number of shares of the issued and outstanding capital stock of the
Corporation.
Dated: __________________ ____________________________________
Bob Cardon, Secretary
This Agreement and Plan of Reorganization, having been duly adopted and
certified, is hereby signed on behalf of International Tourist Entertainment
Corporation by its President and Secretary.
- ------------------------------------ ------------------------------------
Bob Cardon, Secretary Paul Rasmussen, President
Dated: __________________ Dated: _____________________
STATE OF MISSOURI )
: ss.
COUNTY OF TANEY )
On the ___ day of October, 1999, personally appeared before me Paul
Rasmussen, who, being by me duly sworn, did say that he is the President of
International Tourist Entertainment Corporation and that the within and
foregoing instrument was signed in behalf of said corporation, and he duly
acknowledged to me that said corporation executed the same.
------------------------------------
My Commission expires: NOTARY PUBLIC
_____________________ Residing in:_________________________
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