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
September 24, 1997
Date of Report (Date of earliest event reported)
ROCKY MOUNTAIN INTERNATIONAL LIMITED
------------------------------------
(Exact name of registrant as specified in its charter)
Washington 33-42070 91-1552419
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
3418 North Ocean Boulevard, Fort Lauderdale, Florida 33308
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (954)565-9292
Olympus Ventures, Inc.
----------------------
(Former name and address, if changed since last report.)
Page 1 of 23.
Exhibit Index on page 8.
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Item 1. Changes in Control of Registrant
See Item 5 herein.
Item 2. Acquisition or Disposition of Assets
See Item 5 herein.
Item 5. Other Events
On September 24, 1997, Rocky Mountain International Limited, formerly
Olympus Ventures, Inc. (the "Company") signed an Agreement and Plan of
Reorganization (the "Agreement") to acquire all of the outstanding common stock
of Rocky Mountain Crystal Water, Inc. ("Rocky Mountain"), a private
Wyoming-based producer, bottler and distributor of artesian water. In exchange
for the shares of common stock of Rocky Mountain, the Company will issue
6,684,750 shares of its common stock to the shareholders of Rocky Mountain and
an additional 6,000,000 shares one year from the date of the Agreement, assuming
no disqualifying events occur during the one year period. The Agreement is
intended to qualify as a tax-free reorganization under the Internal Revenue
Code.
The principal assets of Rocky Mountain include inventory, accounts
receivable, and equipment, which will continue to be used as at present;
licenses for water rights to extract and produce artesian water from its source
in the Big Horn mountains of Wyoming; and cash.
The terms of the Agreement were the result of arms-length negotiations
between the managements of the Company and Rocky Mountain, and is based, in
part, on the value of Rocky Mountain's assets and expected revenues from the
sale of bottled water. Prior to the Agreement, there was no affiliation between
any of the parties to the Agreement, or any affiliates of the parties.
As part of the Agreement, the Company changed its name from Olympus
Ventures, Inc. to Rocky Mountain International Ltd., and the officers and
directors of the Company resigned and appointed the officers and directors of
Rocky Mountain to be the officers and directors of the Company. The new officers
and directors of the Company are as follows:
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Name Position/Title
---- --------------
Michael A. Puhr President/Director
Lorinda Liang Vice President/Secretary/Director
Wen Jen Allen Lan Director
None of the officers or directors are related to any of the other officers or
directors.
Assuming the issuance of 6,684,750 shares of common stock of the Company to
the shareholders of Rocky Mountain in accordance with the terms of the
Agreement, the following persons are known by the Company to own 5% or more of
the Company's voting stock:
Percent of
Name and Address Number of Shares Outstanding Shares
---------------- ---------------- ------------------
Michael A. Puhr 2,015,042 20.59
5639 W. 109th Circle
Westminster, CO 80020
Lorinda Liang 1,999,911 20.43
8888 S. Chestnut Hill Ct.
Highlands Ranch, CO 80126
Wen Jen Allen Lan 510,578 5.21
No. 95 Fen-Chi Lake
SHU-Shing Sub-Ward, Tansui Cheng
Taipei, Taiwan R.O.C.
Consummation of the Agreement is subject to certain conditions detailed in
the Agreement attached hereto as Exhibit 2.1, including the infusion of a
minimum of $5,000,000 of additional equity capital (the "Equity Capital") into
the Company. The Equity Capital is to be in the form of a private placement of
Rule 144 "restricted" common stock of the Company at a price not less than 90%
of the prevailing bid price of the Company's common stock. If the Equity Capital
is not funded by October 25, 1997, or such later date as mutually agreed to by
the parties, the Agreement will be terminated automatically.
The foregoing summary of the Agreement is qualified by reference to the
complete text of the Agreement which is filed as Exhibit 2.1 hereto and is
incorporated herein by this reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
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The required financial statements are not yet available. The required
financial statements will be filed by amendment or as part of the Company's
annual report on Form 10-KSB for the period ended June 30, 1997, within the
required time period.
(b) Pro Forma Financial Information
It is not practicable to provide the required financial statements at this
time. Management has prepared the accompanying preliminary, unaudited financial
statements. The required financial statements will be filed by amendment or as
part of the Company's annual report on Form 10-KSB for the period ended June 30,
1997, within the required time period.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization between Olympus Ventures, Inc.,
Rocky Mountain Crystal Water, and the Shareholders of Rocky Mountain
Crystal Water, dated September 24, 1997.
99.1 Press release issued by the Company on October 1, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 8, 1997 ROCKY MOUNTAIN INTERNATIONAL LTD.
By: /s/ MICHAEL A. PUHR
---------------------------------
Michael A. Puhr, President and
Chief Executive Officer
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ROCKY MOUNTAIN INTERNATIONAL, LTD.
(Formerly known as Olympus Ventures, Inc.)
COMBINED BALANCE SHEET
AS AT JUNE 30, 1997
(UNAUDITED)
-----------
ASSETS
------
Current assets:
Cash and cash equivalents $ 28,351
Accounts receivable 141,860
Inventory 110,802
------------
Total current assets 281,013
Investments 14,000,000
Fixed assets, net of depreciation 1,641,603
Other assets 87,815
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TOTAL ASSETS $ 16,010,431
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LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Notes payable $ 145,531
Accounts payable 457,661
------------
Total current liabilities 603,192
Long term debt 844,439
Other liabilities: Shareholders' loans 135,000
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TOTAL LIABILITIES 1,582,631
------------
Shareholders' equity:
Common stock 915
Paid in capital 32,337,418
Accumulated deficit (17,910,533)
------------
Total shareholders' equity 14,427,800
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 16,010,431
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ROCKY MOUNTAIN INTERNATIONAL, LTD.
(Formerly known as Olympus Ventures, Inc.)
COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED JUNE 30, 1997
(UNAUDITED)
-----------
Revenues $ 1,859,014
Cost of sales 503,293
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Gross profit 1,355,721
Operating expenses 1,451,753
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Net operating (Loss) (96,032)
Other income 120,987
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Net (Loss) for the period $ 24,955
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ROCKY MOUNTAIN INTERNATIONAL, LTD.
(Formerly known as Olympus Ventures, Inc.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
-----------
1. Organization and Acquisitions:
During the quarter ended June 30, 1997 there were no new acquisitions. The
Company consisted of Olympus Ventures, Inc., the Parent company, and three
subsidiaries: Olympus Mills USA, Inc., Baron's International, S.A., and H & D
Fashions, S.A. See Note 3 for subsequent acquisition of Rocky Mountain Crystal
Water, Inc.
2. Principals of consolidation:
All material intercompany balances and transactions have been eliminated.
3. Subsequent events:
On September 24, 1997 a contract was entered into to acquire Rocky Mountain
Crystal Water, Inc. The acquisition was made by an exchange of Olympus common
stock for 100% of the common stock of Rocky Mountain Crystal Water, Inc. Olympus
issued 6,684,759 common shares for 100% of the shares of Rocky Mountain Crystal
Water, Inc. An additional 6,000,000 shares are to be issued in one year from
date of the contract. The name of Olympus Ventures, Inc. has been changed to
Rocky Mountain International, Ltd.
As a result of this combination, the June 30, 1997 financial statements for
Olympus were restated to reflect the combination and the shares issues, as if
the combination had taken place on that date.
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EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Reorganization between Olympus Ventures, Inc.
and Rocky Mountain Crystal Water, dated September 24, 1997.
99.1 Press release issued by the Company on October 1, 1997.
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EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this
24th day of September 1997, between Olympus Ventures, Inc., a Washington
corporation ("Olympus"); Rocky Mountain Crystal Water, Inc., a Wyoming
corporation ("RMCW"); and the shareholders of RMCW listed in Exhibit A hereof
(the "Stockholders").
Olympus desires to acquire all of the issued and outstanding stock of RMCW
in exchange for common stock of Olympus in a transaction qualifying as a
tax-free reorganization under Section 368 of the Internal Revenue Code of 1986,
as amended, and, concurrent with the acquisition of the outstanding stock of
RMCW, Olympus will change its name from Olympus Ventures, Inc., to Rocky
Mountain International Limited, or similar name (hereinafter, "RMIL").
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, IT IS AGREED:
Section 1
Reorganization
--------------
1.1 Exchange of Shares. The Stockholders agree to transfer to Olympus at
the close of escrow, 100% of the outstanding shares, and any subscriptions to
purchase shares, of RMCW listed in Exhibit A hereto and incorporated herein by
this reference (the "RMCW Shares") in exchange for 6,684,750 Rule 144
"restricted" shares of common stock of Olympus (the "Olympus Shares") to be
issued to the Stockholders on a pro rata basis.
1.2 Delivery of Certificates. The exchange of shares shall be effected at
close of escrow by the delivery to Olympus, of the certificates representing the
Stockholders' shares endorsed in blank or accompanied by stock powers executed
in blank, with all signatures witnessed or guaranteed to the satisfaction of
Olympus; and by the delivery to Stockholders of the certificates representing
the Olympus Shares issued on a pro rata basis to the Stockholders. With the
exception that, pursuant to Section 3.6 hereof, an additional 6,000,000 Shares
will be issued 12 month from the date of this contract subject to no undisclosed
claims, debts or similar causes of action that may be asserted against RMIL and
arising from PRTI's acquisition or ownership of MVP Holdings, Inc. a Nevada
corporation ("MVP").
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1.3 Further Assurances. At Closing and from time to time thereafter, the
Stockholders shall execute such additional instruments and take such other
action as RMIL may request in order to exchange and transfer clear title and
ownership in the RMCW Stock to RMIL.
1.4 Changes in Capitalization. RMCW shall secure a minimum of five million
dollars of equity financing (the "Equity Capital") in the form of an investment
in Rule 144 "restricted" common stock of Olympus/RMIL. The terms of investment
for such Equity Capital shall stipulate that the per share purchase price of the
Rule 144 common stock of Olympus/RMIL shall be not less than 90% of the
prevailing bid price of the common stock of Olympus/RMIL; and that a minimum of
20% of the Equity Capital shall be utilized by Olympus/RMIL's subsidiary,
Olympus Mills USA; and further that the Equity Capital shall be funded within
thirty (30) days of Closing, unless extended by the written, mutual agreement of
the parties. As provided in Section 9 hereof, in the event that the Equity
Capital is not funded in the minimum amount of $5,000,000 on or before the 30th
day immediately following the Closing date, this Agreement shall be rescinded in
full automatically.
1.5 Resignations of Present Directors and Executive Officers of Olympus. At
Closing, the present directors and officers of Olympus shall resign, in
seriatim, and designate the directors and officers of RMCW to serve in their
place and stead, until the next respective annual meeting of the stockholders
and board of directors of Olympus/RMIL, and until their respective successors
shall be elected and qualified or until their respective prior resignations or
terminations.
1.6 Assets and Liabilities of RMCW at Closing. RMCW shall provide RMIL with
a copy of its completed, audited financial statements with accompanying notes
thereto, prepared as of 60 days of Closing in accord with Regulation S-X, and
represents and warrants that RMCW's financial condition as reflected in the
audited financial statements shall be substantially identical to its financial
condition as represented at Closing.
Section 2
Closing
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2.1 Execution of Agreement. The Closing of this Agreement shall occur at
the offices of Lawrence R. Moon, Esq. unless another place or time is agreed
upon in writing by the parties. The Closing may be accomplished by wire, express
mail or other courier service, conference telephone communications or as
otherwise agreed by the respective parties or their duly authorized
representatives.
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2.2 Escrow of Share Certificates. Immediately following Closing, or as soon
thereafter as reasonably possible, the respective parties shall deposit in
escrow with an agent to be mutually appointed as escrow agent for the purposes
of this Agreement (the "Escrow Agent"), the share certificates representing the
shares to be exchanged hereunder. The Escrow Agent shall be provided
instructions to hold said certificates pursuant to this Agreement.
2.2.a Close of Escrow. Upon funding of the Equity Capital within 30 days of
Closing, or as extended by the written, mutual agreement of the parties
(hereinafter, the "Funding Period"), the Escrow Agent shall forward to
Olympus/RMIL, the share certificates representing the RMCW Shares, and
shall forward to the Stockholders, the share certificates representing
6,684,750 shares of Olympus/RMIL to be issued to the Stockholders on a pro
rata basis. In the event that the Equity Capital is not funded in the
minimum amount of $5,000,000 within the Funding Period, the share
certificates shall be returned to the respective presenting parties and
this Agreement shall be rescinded automatically pursuant to Section 9
hereof.
Section 3
Representations and Warranties of RMCW and Stockholders
-------------------------------------------------------
RMCW and Stockholders represent and warrant to, and covenant with Olympus
as follows:
3.1 Corporate Status. RMCW is a corporation duly organized, validly
existing and in good standing under the laws of the state of Wyoming and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary.
3.2 RMCW Shares. The Stockholders are the record and beneficial owners of
the RMCW Shares, free and clear of adverse claims of third parties; and Exhibit
A hereto correctly sets forth the names, addresses and number of shares of RMCW
owned by each of the Stockholders.
3.3 Capitalization. The authorized capital stock of RMCW consists of
25,000,000 shares of common voting stock, $0.001 par value, and 10,000,000
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shares of preferred stock, $0.001 par value, of which 12,684,750 shares of
common stock are issued and outstanding, and zero (0) shares of preferred stock
are issued and outstanding. All shares of issued and outstanding common and
preferred stock are fully paid and non-assessable. With the exception of 50,000
warrants to purchase an identical number of shares of common stock of RMCW,
there are no outstanding options, warrants or calls pursuant to which any person
has the right to purchase any authorized and unissued capital stock of RMCW.
3.4 Financial Statements. The financial statements of RMCW furnished to
Olympus, attached hereto as Exhibit B and incorporated herein by reference, are
correct and fairly present the financial condition of RMCW at such dates and for
the periods involved; such statements were prepared in accordance with generally
accepted accounting principles consistently applied, and no material change has
occurred in the matters disclosed therein, except as indicated in Exhibit B.
3.5 Undisclosed Liabilities. RMCW has no material liabilities of any nature
except to the extent reflected or reserved against in the balance sheet, whether
accrued, absolute, contingent or otherwise, including without limitation, tax
liabilities and interest due or to become due, except as set forth in Exhibit C
attached hereto and incorporated herein by reference.
3.6 Indemnification for Undisclosed Liabilities. The Stockholders agree to
indemnify RMIL and hold harmless RMIL from any judgments or undisclosed
liabilities arising from acquisition or ownership of MVP; and further that in
the event any claim is asserted against RMIL arising from or in connection with
the acquisition or ownership of MVP, the Stockholders agree to subrogate RMIL in
the Agreement for Purchase and Sale of Assets between MVP and PRTI dated March
10, 1997, both of which are incorporated herein by this reference and attached
hereto as Exhibits D and E, respectively.
3.7 Interim Changes. Since the date of its balance sheet, except as set
forth in Exhibit F, there have been no (1) changes in the financial condition,
assets, liabilities or business of RMCW which, in the aggregate, have been
materially adverse; (2) damages, destruction or loss of or to the property of
RMCW, payment of any dividend or other distribution in respect of the capital
stock of RMCW, or any direct or indirect redemption, purchase or other
acquisition of any such stock; or (3) increases paid or agreed to in the
compensation, retirement benefits or other commitments to employees.
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3.8 Title to Property. RMCW has good and marketable title to all properties
and assets, real and personal, proprietary or otherwise, reflected in its
balance sheet, and the properties and assets of RMCW are subject to no mortgage,
pledge, lien or encumbrance, except for liens shown therein or in Exhibit G,
with respect to which no default exists.
3.9 Litigation. There is no litigation or proceeding pending or to the
knowledge of RMCW, threatened, against or relating to RMCW, its properties or
business except as set forth in Exhibit H. Further, no officer, director or
person who may be deemed to be an affiliate of RMCW is party to any material
legal proceeding which could have an adverse effect on RMCW (financial or
otherwise), and none is party to any action or proceeding wherein any has an
interest adverse to RMCW.
3.10 Books and Records. From the date of this Agreement to the end of the
Funding Period, the Stockholders will cause RMCW to (1) give to Olympus/RMIL and
its representatives full access during normal business hours to all of its
offices, books, records, contracts and other corporate documents and properties
so that Olympus may inspect and audit them; and (2) furnish such information
concerning the properties and affairs of RMCW as Olympus may reasonably request.
3.11 Tax Returns. RMCW has filed, or will promptly file, all federal and
state income or franchise tax returns required to be filed, or has received
currently effective extensions of the required filing dates.
3.12 Confidentiality. Until the Closing (and continuously if there is no
Closing), the Stockholders and their representatives will keep confidential any
information which they obtain from Olympus/RMIL concerning its properties,
assets and business. If the transactions contemplated by this Agreement are not
consummated, the Stockholders will return to Olympus/RMIL all written matter
with respect to Olympus/RMIL obtained by them in connection with the negotiation
or consummation of this Agreement.
3.13 Investment Intent. The Stockholders are acquiring the Olympus Shares
for investment, and not with a view to the sale or distribution thereof, and the
Stockholders have no commitment or present intention to liquidate Olympus or to
sell or otherwise dispose of the Olympus Shares. The Stockholders shall execute
and deliver to Olympus an Investment Letter attached hereto as Exhibit I and
incorporated herein by reference, acknowledging the "unregistered" and
"restricted" nature of the securities of Olympus being received under the
Agreement in exchange for the RMCW Shares, and receipt of certain material
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information regarding Olympus, including, but not limited to the reports of
Olympus filed with the Securities and Exchange Commission (the "Commission")
during the past twelve months and a copy of this Agreement and all Exhibits
hereto.
3.14 Corporate Authority. RMCW has all corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder and will
deliver to Olympus or its representative at the Closing a certified copy of
resolutions of its Board of Directors authorizing execution of this Agreement by
its officers and performance thereunder.
3.15 Due Authorization. Execution of this Agreement and performance by RMCW
hereunder has been duly authorized by all requisite corporate action on the part
of RMCW, and this Agreement constitutes a valid and binding obligation of RMCW
and performance hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of RMCW.
3.16 Commitment to Honor Prior Obligations of Olympus. RMCW and the
Stockholders agree to ratify, honor and be bound by the prior obligations of
Olympus to its current officers and directors: Gary Morgan and/or assigns,
Roland Breton and/or assigns, and Joel Marcus; specifically Olympus' obligations
to issue said persons options to acquire an identical number of Rule 144
"restricted" shares of common stock as follows: 100,000 to Joel Marcus; and
2,000,000 each to Gary Morgan and Roland Breton. The options to be issued at par
value to Messrs. Morgan and Breton are nondilutive and adjustable in proportion
to the effect of any capital reorganization of the issuer which reduces the
number of issued and outstanding shares of common stock, but in no event shall
the number of such options to be issued to Messrs. Morgan and Breton be less
than 750,000 each. RMCW further agrees that such options shall be issued within
six months of Closing.
3.17 Environmental Matters. RMCW has no knowledge of any assertion by any
governmental agency or other regulatory authority of any environmental lien or
action, or of any cause for any such lien or action.
Section 4
Representations and Warranties of Olympus
-----------------------------------------
Olympus represents and warrants to, and covenants with RMCW and the
Stockholders as follows:
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4.1 Corporate Status. Olympus is a corporation duly organized, validly
existing and in good standing under the laws of the state of Washington and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary. Olympus is a publicly held company and is
current in the filing of all reports required to be filed by it with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, copies of which have been provided to RMCW and the Stockholders; such
reports are true and correct in every material respect; and the securities of
Olympus are currently listed on the OTC Bulletin Board(R) system of the National
Association of Securities Dealers, Inc. under the symbol, "OVIS."
4.2 Capitalization. The authorized capital stock of Olympus consists of
800,000,000 shares of common voting stock, $0.0001 par value, and no shares of
preferred stock, of which 3,071,081 shares of common stock are issued and
outstanding. All shares of issued and outstanding common stock are fully paid
and non-assessable. There are no outstanding options, warrants or calls pursuant
to which any person has the right to purchase any authorized and unissued
capital stock of Olympus.
4.3 Financial Statements. The financial statements of Olympus furnished to
RMCW as part of Olympus' reports filed with the Commission, are correct and
fairly present the financial condition of Olympus at such dates and for the
periods involved; such statements were prepared in accordance with generally
accepted accounting principles consistently applied, and no material change has
occurred in the matters disclosed therein, except as indicated in Exhibit J,
which is incorporated herein by reference.
4.4 Undisclosed Liabilities. Olympus has no material liabilities of any
nature except to the extent reflected or reserved against in the balance sheet,
whether accrued, absolute, contingent or otherwise, including without
limitation, tax liabilities and interest due or to become due, except as set
forth in Exhibit K attached hereto and incorporated herein by reference.
4.5 Interim Changes. Since the date of its balance sheet, except as set
forth in Exhibit L, there have been no (1) changes in the financial condition,
assets, liabilities or business of Olympus which, in the aggregate, have been
materially adverse; (2) damages, destruction or loss of or to the property of
Olympus, payment of any dividend or other distribution in respect of the capital
stock of Olympus, or any direct or indirect redemption, purchase or other
acquisition of any such stock; or (3) increases paid or agreed to in the
compensation, retirement benefits or other commitments to employees.
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4.6 Title to Property. Olympus has good and marketable title to all
properties and assets, real and personal, proprietary or otherwise, reflected in
its balance sheet, and the properties and assets of Olympus are subject to no
mortgage, pledge, lien or encumbrance, except for liens shown therein or in
Exhibit M, with respect to which no default exists.
4.7 Litigation. There is no litigation or proceeding pending or to the
knowledge of Olympus, threatened, against or relating to Olympus, its properties
or business except as set forth in Exhibit N. Further, no officer, director or
person who may be deemed to be an affiliate of Olympus is party to any material
legal proceeding which could have an adverse effect on Olympus (financial or
otherwise), and none is party to any action or proceeding wherein any has an
interest adverse to Olympus.
4.8 Books and Records. From the date of this Agreement to the Closing,
Olympus will (1) give to RMCW and its representatives full access during normal
business hours to all of its offices, books, records, contracts and other
corporate documents and properties so that RMCW may inspect and audit them; and
(2) furnish such information concerning the properties and affairs of Olympus as
RMCW may reasonably request.
4.9 Tax Returns. Olympus has filed, or will promptly file, all federal and
state income or franchise tax returns required to be filed or has received
currently effective extensions of the required filing dates.
4.10 Confidentiality. Until the Closing (and continuously if there is no
Closing), Olympus and their representatives will keep confidential any
information which they obtain from RMCW concerning its properties, assets and
business. If the transactions contemplated by this Agreement are not
consummated, Olympus will return to RMCW all written matter with respect to RMCW
obtained by Olympus in connection with the negotiation or consummation of this
Agreement.
4.11 Investment Intent. Olympus is acquiring the RMCW Shares to be
transferred to it under this Agreement for investment purposes and not with a
view to the sale or distribution thereof, and Olympus has no commitment or
present intention to liquidate RMCW or to sell or otherwise dispose of the RMCW
Shares.
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4.12 Corporate Authority. Olympus has all corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder and will
deliver to RMCW or its representative at the Closing a certified copy of
resolutions of its Board of Directors authorizing execution of this Agreement by
its officers and performance thereunder.
4.13 Due Authorization. Execution of this Agreement and performance by
Olympus hereunder has been duly authorized by all requisite corporate action on
the part of Olympus, and this Agreement constitutes a valid and binding
obligation of Olympus and performance hereunder will not violate any provision
of the Articles of Incorporation, Bylaws, agreements, mortgages or other
commitments of Olympus.
4.14 Environmental Matters. Olympus has no knowledge of any assertion by
any governmental agency or other regulatory authority of any environmental lien
or action, or of any cause for any such lien or action.
Section 5
Conduct of RMCW Pending the Close of Escrow
-------------------------------------------
RMCW and the Stockholders agree that RMCW will conduct itself in the
following manner pending the close of escrow:
5.1 Certificate of Incorporation and Bylaws. No change will be made in the
Certificate of Incorporation or Bylaws of RMCW.
5.2 Capitalization, etc. RMCW will not make any change in its authorized or
issued shares of any class, declare or pay any dividend or other distribution,
or issue, encumber, purchase or otherwise acquire any of its shares of any
class.
5.3 Conduct of Business. RMCW will use its best efforts to maintain and
preserve its business organization, employee relationships and good will intact,
and will not, without the written consent of Olympus, enter into any material
commitments except in the ordinary course of business.
Section 6
Conduct of Olympus/RMIL Pending the Close of Escrow
---------------------------------------------------
Olympus agrees that Olympus will conduct itself in the following manner
pending the close of escrow:
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6.1 Certificate of Incorporation and Bylaws. No change will be made in the
Certificate of Incorporation or Bylaws of Olympus, with the exception of the
name change referenced in the opening statements of this Agreement.
6.2 Capitalization, etc. Olympus will not make any change in its authorized
or issued common voting stock, declare or pay any dividend or other
distribution, or issue, encumber, purchase or otherwise acquire any of its
common voting stock, except as contemplated by this Agreement.
6.3 Conduct of Business. Olympus will use its best efforts to maintain and
preserve its business organization, employee relationships and goodwill intact,
and will not, without the written consent of RMCW, enter into any material
commitments except in the ordinary course of business.
Section 7
Conditions Precedent to Obligations of Stockholders and RMCW
------------------------------------------------------------
All obligations of the Stockholders and RMCW under this Agreement are
subject. at their option, to the fulfillment, before or at the close of escrow,
of each of the following conditions:
7.1 Representations and Warranties True at Closing. The representations and
warranties of Olympus contained in this Agreement shall be deemed to have been
made again at and as of the Closing and shall then be true in all material
respects and shall survive the Closing.
7.2 Due Performance. Olympus shall have performed and complied with all the
terms and conditions required by this Agreement to be performed or complied with
by it before the Closing.
7.3 Officers' Certificate. The Stockholders shall have been furnished with
a certificate signed by the President and Secretary of Olympus, attached hereto
as Exhibit O attached hereto and incorporated herein by reference, dated as of
the Closing, certifying (1) to the effects set out in Sections 6.1 and 6.2; and
(2) that since the date of the financial statements filed with the Commission
with Olympus' most recent periodic report, there has been no material adverse
change in the financial condition, business or properties of Olympus taken as a
whole.
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Section 8
Conditions Precedent to Obligations of Olympus
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All obligations of Olympus under this Agreement are subject, at its option,
to the fulfillment, before or at the close of escrow, of each of the following
conditions:
8.1 Representations and Warranties True at Closing. The Stockholders' and
RMCW's representations and warranties contained in this Agreement shall be
deemed to have been made again at and as of the Closing and shall then be true
in all material respects and shall survive the Closing.
8.2 Due Performance. The Stockholders and RMCW shall have performed and
complied with all the terms and conditions required by this Agreement to be
performed or complied with by them before the Closing.
8.3 Officers' and Stockholders' Certificate. Olympus shall have been
furnished with a certificate signed by the President and Secretary of RMCW, and
all of the Stockholders who own 10% or more of the outstanding voting securities
of RMCW and who adopt, ratify and approve the Agreement or their duly authorized
representatives, attached hereto as Exhibit P and incorporated herein by
reference, dated as of the Closing, certifying (1) to the effects set out in
Sections 5.1 and 5.2; and (2) that since the date of the financial statements
(Exhibit B) there has been no material adverse change in the financial
condition, business or properties of RMCW taken as a whole.
8.4 Opinion of Counsel of RMCW. Olympus shall have received an opinion of
counsel for RMCW, dated as of the Closing, to the effect that (1) the
representations of Sections 3.2, 3.3 and 3.15 are correct; (2) except as
specified in the opinion, counsel knows of no inaccuracy in the representations
in 3.7, 3.8, or 3.9; and (3) the RMCW Shares to be delivered to Olympus under
this Agreement will, when so delivered, have been validly issued, fully paid and
non-assessable, and will be free and clear of any liens or encumbrances.
8.5 Books and Records. The Stockholders or the Board of Directors of RMCW
shall have caused RMCW to make available all books and records of RMCW,
including minute books and stock transfer records; provided, however, only to
the extent requested in writing by Olympus.
8.6 Revocation of Prior Authorizations. The officers of RMCW shall have
delivered to Olympus certified copies of resolutions of the Board of Directors
of RMCW revoking all prior authorizations, powers of attorney, designations and
appointments relating to the signing of checks, borrowing of funds, access to
corporate safe deposit boxes and other similar matters, to the extent requested
by Olympus.
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Section 9
Termination
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Prior to the close of escrow, this Agreement may be terminated (1) by
mutual assent of the parties in writing; (2) by the pre- Closing directors of
Olympus or RMCW, or the unanimous vote of Stockholders if there has been a
material misrepresentation or material breach of any warranty or covenant by any
other party. This Agreement shall terminate automatically if the Equity Capital
in the minimum amount of $5,000,000 is not funded into RMIL on or before the
30th day immediately following the Closing Date, unless extended by the written,
mutual agreement of the parties. In the event of termination of this Agreement
pursuant to this Section 9, all certificates, monies and other items shall be
returned from escrow to their respective presenter and this Agreement shall
become null and void and of no further effect, except that Section 3.12 and 4.10
shall be considered to survive the termination of this Agreement for any
reason.
Section 10
General Provisions
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10.1 Further Assurances. At any time, and from time to time, after the
Closing, each party will execute such additional instruments and take such
action(s) as may be reasonably requested by the other party to confirrn or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
10.2 Waiver. Any failure on the part of any party hereto to comply with any
of its obligations, agreements or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.
10.3 Brokers. Each party agrees to indemnify and hold harmless the other
parties against any fee, loss or expense arising out of claims by brokers or
finders employed or alleged to have been employed by it.
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10.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class registered or certified mail, return receipt requested, as
follows:
If to Olympus: Roland Breton, President
3418 North Ocean Boulevard
Fort Lauderdale, Florida 33308
With a copy to: Lawrence R. Moon
11024 North 28th Drive, ste 200
Phoenix, Arizona 85029
If to RMCW: Michael A. Puhr,President/CEO
Rocky Mountain Crystal Water, Inc.
8547 East Arapahoe Road, #J227
Greenwood Village, Colorado 80112
With copies to: Andrew I. Telsey, P.C.
Attorney at Law
2851 South Parker Road, Ste 720
Aurora, Colorado 80014
If to the Stockholders: To the addresses listed on Exhibit A
10.5 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
10.6 Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.7 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.
10.8. Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided
however, that any assignment by any party of its rights under this Agreement
without the prior written consent of the other parties shall be void.
10.9 Counterparts This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement and Agreement
of Reorganization effective the day and year first above written.
OLYMPUS VENTURES, INC.
By /S/ GARY R. MORGAN
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Its Chief Executive Officer
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ROCKY MOUNTAIN CRYSTAL WATER, INC.
By /S/ MICHAEL A. PUHR
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Its President
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EXHIBIT 99.1
Olympus Ventures Inc. Announces Merger
FORT LAUDERDALE, Fla.--Oct. 1, 1997--Olympus Ventures Inc. of Fort Lauderdale
(OTC-BB:OVIS) is happy to announce a merger agreement with Rocky Mountain
Crystal Water of Denver. The merger gives Rocky Mountain International LTD
(OVIS/RMCW) the ability to move from the OTC-BB to AMEX.
OVIS issued 6,684,750 restricted shares of Rule 144 Legend common stock to RMCW
shareholders, and will issue up to 2,500,000 restricted shares of Rule 144
Legend common stock to be exchanged in lieu of Five Million Dollars
($5,000,000). The 3,071,081 pre merger shares of Olympus Ventures stock making
up the balance of the 9,755,831 outstanding shares. Full disclosure of the
merger and a copy of the contract will be filed within the required reporting
period.
The RMIL asset base is in excess of Twenty Million Dollars ($21,010,431) with
the addition of the Five Million Dollars ($5,000,000). Roland Breton, president
of Olympus Ventures Inc. stated: "With Rocky Mountain Crystal Water's existing
business and future contracts this merger will be an exciting and profitable
experience for all of us. Olympus Mills USA Inc. a wholly owned subsidiary of
RMIL will now have the financial backing to continue its planned growth in the
physical fitness market."
RMCW is a manufacturer of pure spring and premium artesian bottled drinking
water and is merging with Olympus Ventures Inc. who is currently engaged in the
garment industry. RMIL is focusing its direction on manufacturing, distribution
and retailing bottled water and physical fitness products, which the company
believes is one of the fastest growing areas in the commercial marketplace.
CONTACT: Rocky Mountain International LTD.
Roland Breton, 954/565-9292
E-mail: [email protected]/
Web Page: http://www.olympusventures.com
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