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: June 4, 1997
WORKFORCE SYSTEMS CORP.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 333-11169 65-0353816
- --------------- ------------ --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
8870 Cedar Springs Lane
Suite 5
Knoxville, Tennessee 37923
-----------------------------------------
(Address of executive offices and Zip Code)
Registrant's telephone number, including area code: 423-769-2380
Not Applicable
-----------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant.
None.
Item 2. Acquisition or Disposition of Assets.
As of May 29, 1997 Workforce Systems Corp., a Florida corporation
(the "Company") acquired 100% of the issued and outstanding capital stock of
Federal Supply, Inc., a Florida corporation ("Federal Supply") from Robert
Hausman and John Murray, its sole shareholders, and 100% of the issued and
outstanding capital stock of Federal Fabrication, Inc., a Florida corporation
("Federal Fabrication") from Robert Hausman, its sole shareholder, in exchange
for an aggregate of 110,000 shares of the Company's restricted common stock in a
private transaction exempt from registration under the Securities Act of 1933,
as amended, pursuant to Section 4(2) thereof. Federal Supply and Federal
Fabrication are hereinafter collectively referred to as "Federal." Prior to such
transaction, neither Mr. Hausman nor Mr. Murray were affiliates of the Company
nor any of its affiliates, any director or officers of the Company, or any
associate of any such director or officers. The determination of the amount of
consideration paid by the Company in the acquisitions of Federal Supply and
Federal Fabrication was made by management of the Company based upon its
analysis of certain objective and subjective criteria. Specifically, management
considered the total assets acquired of approximately $1 million less the
liabilities assumed (exclusive of the Federal Note as that term is defined in
the Agreement filed hereto as Exhibit 2) of approximately $285,000. The
resulting net value of approximately $715,000 was discounted by 50% to account
for the Federal Note which remains an obligation of the subsidiary, which such
note is not guaranteed nor assumed by the Company. Management also considered
certain subjective criteria which it deemed equally relevant in the
determination of the purchase price which was the significant revenue base of
Federal of approximately $4 million on an annualized basis and the opportunity
to achieve certain internal economic advantages though business synergies.
Federal, located in Pompano Beach, Florida, is a fabricator and
distributor of custom-designed fire sprinkler systems and components sold
primarily to contract installers associated in the commercial and industrial
construction industry. It is the intent of the Company to continue Federal's
business and operations are conducted prior to such acquisition by the Company.
1
<PAGE>
Item 3. Bankruptcy or Receivership.
None.
Item 4. Changes in Registrant's Certifying Accountants.
None.
Item 5. Other Events.
Following the closing of the acquisition of Federal as hereinabove
described under Item 2, on June 1, 1997 Mr. Robert Hausman was elected a
director of the Company to serve until the next annual meeting of shareholders
or until his earlier resignation, removal or death and he was appointed
President of the Company to serve at the pleasure of the Board of Directors. Mr.
Hausman's biographical information is as follows:
ROBERT HAUSMAN. Since October 1994, Mr. Hausman, 41, has been President, Chief
Executive Officer and principal shareholder of Federal Supply, Inc., a Pompano
Beach, Florida based supplier and fabricator of fire production products. Since
May 1995, Mr. Hausman has also been 25% shareholder of South Eastern Sound &
Communications, Inc., a Boca Raton based sales, service and installation company
of sound and communications systems. In addition, since May 1996 Mr. Hausman has
owned a one-third interest in All-Star Sports Camp, Boca Raton, Florida. From
February 1982 until July 1994, Mr. Hausman was a 50% owner of Bedford Weaving
Mills, a Bedford, Virginia based speciality textile mill. Mr. Hausman, a 50%
owner and Executive Vice President of Bedford Weaving Mills, which was acquired
by Mr. Hausman and his partner in February 1982 from Belding Hemingway Inc.
(NYSE:BHY). Subsequent to such acquisition, Bedford Weaving Mills increased its
revenues and earnings from a approximately $5 million, with operating losses, to
approximately $20,000,000 with pre-tax profits. Mr. Hausman received a B.S. in
Management and Marketing in 1977 from Philadelphia College of Textiles and an
MBA in Marketing and Management in 1978 from Babson College.
Mrs. Ella Chesnutt, President of the Company from June 14, 1997 until Mr.
Hausman's appointment to such position, remains a member of the Board of
Directors and has been elected Chairman thereof.
2
<PAGE>
Item 6. Resignation of Registrant's Directors.
None.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of Federal as required pursuant to the
requirements of this form shall be filed by amendment hereto within 60 days of
the filing of this form as permitted under the provisions hereof.
(b) Pro forma Financial Information.
Not applicable.
(c) Exhibits.
No. Description
- --- -----------
2 Agreement dated as of May 29, 1997 between Workforce
Systems Corp., a Florida corporation, and Robert Hausman
and John Murray, as Sole Shareholders of Federal Supply, Inc.
and Robert Hausman as Sole Shareholder of Federal
Fabrication, Inc.
Item 8. Change in Fiscal Year.
None.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
None.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 4, 1997 By: /s/ Ella Boutwell Chesnutt
--------------------------
Ella Boutwell Chesnutt,
Chairman of the Board
4
================================================================================
AGREEMENT DATED AS OF MAY 29, 1997 BETWEEN
WORKFORCE SYSTEMS CORP., A FLORIDA CORPORATION, AND ROBERT
HAUSMAN AND JOHN MURRAY, AS SOLE SHAREHOLDERS OF FEDERAL
SUPPLY, INC. AND ROBERT HAUSMAN, AS SOLE SHAREHOLDER OF
FEDERAL FABRICATION, INC.
================================================================================
AGREEMENT
between
WORKFORCE SYSTEMS CORP., a Florida corporation
and
ROBERT HAUSMAN and JOHN MURRAY, the Sole Shareholders
of
FEDERAL SUPPLY, INC.
and
ROBERT HAUSMAN, the Sole Shareholder
of
FEDERAL FABRICATION, INC.
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), made as of
the 29th day of May, 1997, between Workforce Systems Corp., a Florida
corporation ("Workforce") and Robert Hausman ("Hausman") and John Murray
("Murray"), the sole shareholders of Federal Supply, Inc., a Florida corporation
("Federal Supply") and Hausman as the sole shareholder of Federal Fabrication,
Inc., a Florida corporation ("Federal Fabrication"). Hausman and Murray are
hereinafter collectively referred to as the "Shareholders" and Federal Supply
and Federal Fabrication are hereinafter collectively referred to as the "Federal
Companies."
WHEREAS, Workforce has authorized capital stock of 25,000,000 shares of
common stock, par value $.001 per share (the "Workforce Common Stock") of which
1,794,144 shares have been duly issued and are now outstanding and 2,000,000
shares of preferred stock, par value $.0001 per share, of which 30,000 shares
have been designated as Series A Preferred Stock and 30 shares have been
designated as Series C Preferred Stock, all of which are duly issued and
outstanding.
WHEREAS, Federal Supply has authorized 1,000 shares of common stock, $1.00
par value (the "Federal Supply Stock"), of which 90 shares are issued and
outstanding. Of such issued and outstanding Federal Supply Stock, 80 shares are
owned beneficially and of record by Hausman and 10 shares are owned beneficially
and of record by Murray. Federal Supply has no other classes of capital stock
authorized.
WHEREAS, Federal Fabrication has authorized 1,000 shares of common stock,
$1.00 par value (the "Federal Fabrication Stock"), of which 100 shares are
issued and outstanding and are owned beneficially and of record by Hausman.
Federal Fabrication has no other classes of capital stock authorized.
1
<PAGE>
WHEREAS, Workforce desires to acquire 100% of the Federal Supply Stock and
100% of the Federal Fabrication Stock from the Shareholders in exchange for
110,000 shares of Workforce's Common Stock (the "Workforce Stock") pursuant to
the terms and conditions set forth herein.
WHEREAS, the Shareholders desire to exchange their stock in the Federal
Companies for the Workforce Stock pursuant to the terms and conditions set forth
herein.
WHEREAS, the Board of Directors of Workforce deem it advisable and
generally to the advantage and welfare of Workforce's shareholders that the
parties enter into this Agreement pursuant to the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth herein, it is agreed as follows:
1. RECITALS. The above recitals are true, correct and are herein
incorporated by reference.
2. PLAN OF REORGANIZATION. The Shareholders are the owners of 100% of
the issued and outstanding Federal Supply Stock and Hausman is the owner of 100%
of the issued and outstanding Federal Fabrication Stock. It is the intention of
the parties hereto that 100% of the Federal Supply Stock and 100% of the Federal
Fabrication Stock shall be acquired by Workforce, which such stock represents
any and all rights or interests either of the Shareholders may have in or to the
Federal Companies (subject to Section 6 hereof), in exchange solely for 110,000
shares of Workforce Common Stock which is voting stock.
3. EXCHANGE OF SHARES. Subject to the terms and conditions herein, the
Shareholders hereby agree that the Federal Supply Stock and the Federal
Fabrication Stock shall be exchanged with Workforce for the Workforce Stock at
the closing of the transactions contemplated herein and Workforce agrees to
deliver to Hausman a certificate representing 100,000 shares of the Workforce
Stock and to deliver to Murray a certificate representing 10,000 shares of the
Workforce Stock. The parties hereto acknowledge that it is the intent that the
transactions contemplated herein shall be tax free, pursuant to Section 368 of
the Internal Revenue Code of 1986, as amended. The shares of the Workforce Stock
shall be issued in such name or names as may be requested by the Shareholders.
2
<PAGE>
4. CLOSING DATE. The closing shall be held on May 29, 1997, or such
other date as may be agreed upon by Workforce and the Shareholders.
Notwithstanding the date on which the closing shall occur, the parties agree the
transactions contemplated hereby shall occur as of May 1, 1997.
5. DELIVERY OF SHARES. Upon execution of this Agreement, the
Shareholders will deliver certificates for the Federal Supply Stock and Hausman
will deliver the certificate for the Federal Fabrication Stock duly endorsed and
with documentary stamps affixed at the Shareholder's expense so as to make
Workforce the sole owner thereof, free and clear of all claims and encumbrances,
and on the closing date delivery of the certificates representing the Workforce
Stock, on which documentary stamp taxes will have been paid by Workforce, will
be made to the Shareholders so as to make the Shareholders the sole owners
thereof, free and clear of all claims and encumbrances. Time is of the essence.
6. FEDERAL SUPPLY NOTE. From time to time Hausman has provided working
capital for Federal Supply pursuant to a personal loan with a financial
institution (the "Hausman Loan"), which such amount is reflected in the Federal
Companies' financial statements as a line item entitled "Loans from
Stockholders." Hausman has advised Workforce that the Federal Companies have
heretofore paid all principal and interest due to date under the Hausman Loan
pursuant to the terms and conditions of such loan. At May 22, 1997, the
outstanding balance as reflected on the financial statements of the Federal
Companies is $1,079,024.31 Upon execution of this Agreement, Federal Supply will
deliver to Hausman a promissory note substantially in the form attached hereto
as Exhibit A and incorporated herein by such reference (the "Federal Supply
Note") in the principal amount of $1,079,024.31. The Federal Supply Note will
the secured by a blanket security interest in Federal Supply, subject to the
factoring arrangement with First Southern Bank, a copy of which is attached
hereto as Exhibit 7(n).
7. REPRESENTATION OF THE SHAREHOLDERS. The Shareholders, jointly and
severally, hereby make the following representations and warranties to
Workforce, each of which is true as of the date hereof and will be true as of
the closing date with the same effect as though such representations and
warranties had been made on the closing date:
(a) The Shareholders are the sole shareholders of the Federal Companies
and there are no warrants, options or other rights outstanding to acquire any
shares of the capital stock of Federal Supply or Federal Fabrication. The shares
of Federal Supply and Federal Fabrication to be transferred by the Shareholders
to Workforce hereunder are free and clear of all voting trusts, agreements,
arrangements, encumbrances, liens, claims, equities and liabilities of every
nature and the Shareholders are conveying clear and unencumbered title thereto
3
<PAGE>
to Workforce. The execution and delivery of this Agreement by the Shareholders
shall further serve to terminate any shareholder's agreement which may exist
between the Shareholders relative to either of the Federal Companies. The shares
of Federal Supply and Federal Fabrication are fully paid and non-assessable.
(b) This Agreement constitutes the valid and binding obligation of the
Shareholders, enforceable against each of them in accordance with its terms,
except that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors rights.
(c) Neither of the Shareholders own, nor does either Shareholder know of
any other person, corporation or firm that owns any interest in any property,
invention, patent, patent application, copyright, trade secret, service mark or
trademark used by the Federal Companies relating to any product or process used
by the Federal Companies or relating in any way to its business except as may be
set forth on Schedule 7(c) attached hereto and incorporated herein by such
reference. The Federal Companies own or have the rights to use all those rights
presently necessary to the operation of their businesses.
(d) There are no agreements to which the Shareholders or either of the
Federal Companies is a party that in any way restrict or infringe upon the
business of Federal Supply or Federal Fabrication or the benefit of which
Federal Supply or Federal Fabrication requires or presently has in its business,
nor do the Shareholders know of any other agreements that in any way restrict or
infringe upon the business of the Federal Companies or the benefit of which
either of the Federal Companies require or presently have in its business.
(e) The execution and delivery of this Agreement by the Shareholders
does not, and the consummation of the transactions contemplated herein, will not
violate or constitute an occurrence of default (or an event which, with notice
or lapse of time or both would constitute a default) under any provision of, or
conflict with, or result in acceleration of any obligations under, or result in
the creation or imposition of any security interest, lien or other encumbrance,
or give rise to a right by any party to terminate its obligations under any
mortgage, deed of trust, conveyance to secured debt, note, loan, lien, lease,
agreement, instrument, order, judgment, decrees or other arrangement to which
the Shareholders or either of the Federal Companies is a party or to which he or
it is bound, except as set forth on Schedule 7(e) attached hereto and
incorporated herein by such reference.
(f) Neither the execution nor the delivery of this Agreement, nor the
consummation of the transactions herein contemplated, nor compliance with the
4
<PAGE>
terms hereof, will conflict with or result in a breach of any of the terms,
conditions or provisions of the Articles of Incorporation or Bylaws of either
Federal Supply or Federal Fabrication as amended, or any agreement or instrument
to which the Shareholders or either Federal Supply or Federal Fabrication is now
a party.
(g) Neither the execution, delivery and performance of this Agreement
nor the consummation of the transactions contemplated hereby will violate any
statue or law or any judgment, decree, order, award, regulation or rule of any
court, governmental authority or arbitration panel applicable to the
Shareholders or Federal Supply or Federal Fabrication; or give rise to the right
of any termination by any governmental authority of any license, registration,
certificate, right of authority to engage in business in such places were either
Federal Supply or Federal Fabrication now does or has a right to engage in
business.
(h) The Shareholders have heretofore delivered to Workforce true and
correct copies of the Federal Companies' Financial Statements and Supplemental
Information for the year ended December 31, 1996 and the three months ended
March 31, 1997, copies of which are attached hereto as Exhibit 7(h) and
incorporated herein by such reference. Such financial statements have been
prepared in accordance with generally accepted accounting principles
consistently applied. Since December 31, 1996, the Federal Companies have (i) no
short term or long term debt or other obligations other than as set forth in the
financial statements for the three months ended March 31, 1997 which are
attached hereto as Exhibit 7(h), excluding trade payables incurred in the
ordinary course of business, (ii) no tax liens or encumbrances of any nature on
its assets, (iii) continued their operations and business as they are presently
conducted, (iv) entered into no employment, consulting or similar agreements,
and (v) not issued or agreed to issue any equity security or any other
securities or obligations of either Federal Supply or Federal Fabrication that
are convertible into or exchangeable for such equity securities. Since December
31, 1996 the Shareholders are not aware of any events affecting the Federal
Companies, including, but not limited to, a loss of a material customer or
contract, which would result in a reduction in revenues or operating results in
the aggregate of greater than 10% for the fiscal year ended December 31, 1997
from those reported for the fiscal year ended December 31, 1996. Since March 31,
1997 there has not have been (i) any material adverse change in the business,
condition (financial or otherwise), results of operation, prospects, properties,
assets or liabilities of either Federal Supply or Federal Fabrication, (ii) any
damage, destruction or loss (whether or not covered by insurance) affecting the
Federal Companies' properties, assets or business, (iii) any increase in the
rate of compensation or in bonus payments payable or to become payable to any of
the Federal Companies' salaried employees, or (iv) any other event or condition
5
<PAGE>
of any character which may reasonably be expected to have an effect as described
in clauses (i) through (iii) of this Paragraph 7(h).
(i) Except for liability or obligations disclosed or provided for the in
the financial statements attached hereto as Exhibit 7(h), and except for
liability or obligations incurred in the ordinary course of business consistent
with past practices, neither Federal Supply or Federal Fabrication have any
liabilities or obligations or any nature, whether absolute, accrued, contingent,
potential or unassented or otherwise, that would be required to be disclosed on
a balance sheet of the Federal Companies.
(j) The Shareholders are acquiring the Workforce Stock in a private
transaction exempt from registration under applicable federal and state
securities laws, for their own account and for investment and not with a view to
the distribution or resale of any thereof. The Shareholders shall not sell,
assign, transfer, hypothecate or otherwise convey the Workforce Stock for a
period of 12 months commencing on the closing date set forth in Paragraph 4
hereof. The certificates representing the Workforce Stock shall bear the
following legend, in addition to the legend required pursuant to Rule 144 as
promulgated under the Act:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
AGREEMENT LIMITING THEIR SALE, TRANSFER, ASSIGNMENT, HYPOTHECATION
OR OTHER CONVEYANCE UNTIL SUBSEQUENT TO MAY 29, 1998. A COPY OF SUCH
AGREEMENT IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES.
(k) Schedule 7(k) sets forth a complete list of all licenses and permits
from all governmental authorities (the "Licenses") used in the business of the
Federal Companies and such Licenses are all of the Licenses necessary to permit
Federal Supply and Federal Fabrication to conduct their business and operations
as currently conducted. No License has been revoked, is subject to revocation
pursuant to a current regulatory review or has been challenged or otherwise
contested by any person, except for immaterial deficiencies or other issues
noted by regulatory review, challenge or contest which are being corrected in
the ordinary course of business without material disruption or cost to the
Federal Companies in respect of such License or business reasonable related
thereto.
(l) The Shareholders and the Federal Companies have complied in all
material respects with all federal, state, county and local laws, ordinances,
regulations, inspections, orders, judgements, injunctions, awards or decrees
applicable to both Federal Supply and Federal Fabrication.
6
<PAGE>
(m) There is no outstanding order, judgment, injunction, award or decree
of any court, governmental or regulatory body or arbitration tribunal against or
involving the Shareholders or Federal Supply or Federal Fabrication in respect
of, or in connection with, the Federal Companies. There is no action, suit,
claim or legal, administrative or arbitration proceeding, or, to the best
knowledge of the Shareholders after due inquiry, any investigation (whether or
not the defense or liabilities in respect thereof are covered by insurance)
pending, or to the best knowledge of the Shareholders, after due inquiry,
threatened against or involving the Federal Companies or any of their assets. To
the best knowledge of the Shareholders, after due inquiry, there is no fact,
event or circumstances that are likely to give rise to any suit, action, claim,
investigation or proceeds that would be required to be disclosed if currently
pending or threatened.
(n) Each of Federal Supply and Federal Fabrication has good and valid
title to all the properties and assets of the type required to be reflected on a
balance sheets attached hereto as Exhibit 7(h) which it purports to own and all
such properties and assets are free and clear of all title defects or
objections, liens, claims, charges, security interests or other encumbrances of
any nature whatsoever, except as may be specifically set forth on Schedule 7(n)
hereto.
(o) The Federal Companies have timely filed all tax returns and reports
required to be filed by it, including, where applicable, all federal, state,
county and local income, gross receipts, excise, import, property, franchise, ad
valorem, license, sales, use and withholding tax reports and returns. All
returns are true and correct. To the best of the Shareholders' and the Federal
Companies' knowledge, there is no basis for any additional claim or assessment.
(p) The Federal Companies currently maintain policies of property
insurance that provide coverage in kind and amount reasonably necessary to
protect against the risks inherent or associated with the operation of the
Federal Companies. All insurance polices are in full force and effect. There is
not any state of facts and no event has occurred forming the basis for any claim
covered by a property, casualty, fidelity, automobile, general liability, libel
or slander, workman's compensation, health insurance or reinsurance or excess
polity that is not fully covered by insurance or that may be expected to exceed
the available limits of liability of the applicable insurance policies, nor has
any carried declined coverage or reserved its rights to determine its liability
to provide coverage to the Federal Companies with respect to any claim or
circumstance.
(q) Each of Federal Supply and Federal Fabrication have complied in all
material respect with all laws, including applicable rules and regulations, or
all applicable federal, state, local and foreign governments and their
7
<PAGE>
respective agencies concerning the environment, public health and safety and
employee health and safety, and no complaint, action, suit, proceeding, hearing,
investigation, claim, demand or notice has been filed or commenced against
either Federal Supply or Federal Fabrication alleging any failure to comply with
any such law or regulation, including, without limitation, any law of any
government or agency concerning release or threatened release of hazardous
substances, public health and safety or pollution or protection of the
environment.
8. REPRESENTATIONS OF WORKFORCE. Workforce hereby makes the following
representations and warranties to the Shareholders, each of which is true as of
the date hereof and will be true as of the closing date with the same effect as
though such representations and warranties had been made on the closing date:
(a) Workforce is a corporation duly organized and existing under and by
virtue of the laws of the State of Florida, and is in good standing under the
laws thereof.
(b) The Workforce Stock to be issued to the Shareholders hereunder will,
upon the issuance thereof, be duly and validly issued, fully paid and
nonassessable.
(c) This Agreement constitutes the valid and binding obligation of
Workforce, enforceable against it in accordance with its terms, except that such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors rights.
(d) The execution and delivery of this Agreement by Workforce does not,
and the consummation of the transactions contemplated herein, will not violate
or constitute an occurrence of default (which violations or defaults either
singularly or in the aggregate would be considered material) under any provision
of, or conflict with, or result in acceleration of any obligations under, or
give rise to a right by any party to terminate its obligations under any
mortgage, deed of trust, conveyance to secured debt, note, loan, lien, lease,
agreement, instrument, order, judgment, decrees or other arrangement to which
Workforce is a party or to which it is bound.
(e) Neither the execution nor the delivery of this Agreement, nor the
consummation of the transaction herein contemplated, nor compliance with the
terms hereof, will conflict with or result in a breach of any of the terms,
conditions or provisions of the Articles of Incorporation or Bylaws of Workforce
as amended, or any agreement or instrument to which Workforce is now a party.
8
<PAGE>
(f) Workforce has heretofore delivered to the Shareholders true and
correct copies of its Annual Report on Form 10-KSB/A for the fiscal year ended
June 30, 1997 and Quarterly Report on Form 10-QSB for the nine months ended
March 31, 1997. Since March 31, 1997 there has been no material adverse change
in the condition, financial or otherwise, of Workforce.
(g) Workforce is acquiring the Federal Supply Stock and the Federal
Fabrication Stock in a private transaction exempt from registration under
applicable federal and state securities laws, for its own account and for
investment and not with a view to the distribution or resale of any thereof.
9. CONDITIONS OF CLOSING. All of the obligations of the parties under
this Agreement are subject to the fulfillment, prior to or on the closing date
set forth in Section 4 of this Agreement, of each of the following conditions:
(a) Delivery by the Shareholders of the following:
(i) Certificates for the Federal Supply Stock and Federal
Fabrication Stock described in Section 5 hereof, endorsed in blank;
(ii) A certificate of each of the Shareholders that all
representations and warranties made by him contained in Section 7 of this
Agreement shall be true on and as of the closing date set forth in Section 4 of
this Agreement as though such representations and warranties were made at and as
of such date, and shall be true on and as of said closing date as though such
representations and warranties were made at and as of such date; and
(iii) The original corporate minute books of Federal Supply and
Federal Fabrication, together with a certificate of the Shareholders stating
that the contents thereof completely and accurately represent all minutes of all
meetings of the board of directors and shareholders of each of Federal Supply
and Federal Fabrication from the date of its incorporation until the closing
date set forth in Section 4 hereof.
(b) Delivery by Workforce of the following:
(i) Certificates for the Workforce Stock described in Section 5
hereof; and
(ii) A certificate of Workforce that all representations and
warranties made by it contained in Section 7 of this Agreement shall be true on
and as of the closing date set forth in Section 4 of this Agreement as though
9
<PAGE>
such representations and warranties were made at and as of such date, and shall
be true on and as of said closing date as though such representations and
warranties were made at and as of such date.
10. INVESTMENT PURPOSE. Each of the Shareholders represents and warrants
that he is acquiring the Workforce Stock to be delivered upon the execution of
this Agreement solely for investment purposes and not for distribution or
resale. Sales of such stock may be made only as permitted by Rule 145(d) of the
Securities Act of 1933, as amended (the "Act"). Each of the Shareholders
acknowledge that he has been advised by Workforce that the Workforce Stock has
not been registered under the Act and that Workforce has no obligation or
intention to so register.
11. REPRESENTATIONS TO SURVIVE CLOSING. All the terms, conditions,
warranties, representations and guarantees contained in this Agreement shall
survive delivery of the shares of Federal Supply Stock and Federal Fabrication
Stock transferred as the closing hereunder and any investigations made by or on
behalf of Workforce at any time.
12. INDEMNIFICATION. Each of the Shareholders agrees to indemnify,
defend and hold Workforce and the Federal Companies, their shareholders,
officers, directors, successors and assigns, harmless from and against any and
all claims, damages, liability, loss, cost or expense, which either Federal
Supply or Federal Fabrication or Workforce may suffer of become liable for as a
result of or in connection with:
(a) any material breach of any representation or warranty,
covenant or agreement made or contained in this Agreement or in any related
agreement or instruments executed and delivered pursuant to this Agreement on or
prior to the closing date set for in Section 4 hereof (the "Representations");
or
(b) all liabilities or obligations of the Federal Companies of any
nature (including, but not limited to, taxes) arising from any act (or failure
to act) by either Federal Supply or Federal Fabrication on or before the closing
date of this Agreement as set forth in Section 4 hereof, or any facts or
conditions in existence on or before such closing date, whether absolute,
accrued, contingent, potential, unassented or otherwise, unknown or undisclosed
to Workforce and which are not set forth on Schedule 12 attached hereto and
incorporated herein by such reference (the "Deficiencies").
(c) Within 60 days after learning of the assertion by a third
party of any claim against which either the Federal Companies or Workforce
10
<PAGE>
claims indemnification under this Agreement, the Federal Companies or Workforce
shall notify the Shareholders and afford them the opportunity to assume the
defense or settlement thereof at his own expense with counsel of his own
choosing and the Federal Companies and Workforce shall cooperate fully to make
available to the Shareholders all pertinent information under their control or
in their possession. The Federal Companies and Workforce shall have the right to
join in the defense of any claim with the counsel of their own choosing and at
their own expense.
(d) Notwithstanding the notice requirements provided hereunder,
the right to indemnification under this Agreement shall not be effected by any
failure to give or any delay in giving notice unless, and then only to the
extent that, the rights and remedies of the party to whom notice was to have
been given shall have been prejudiced.
(e) Notwithstanding anything herein to the contrary, in order to
protect the business or their customers, the Federal Companies and Workforce
shall desire to settle any claims or actions, the defense of which the
Shareholders would otherwise be entitled to assume pursuant to the provisions of
this Agreement, the Federal Companies or Workforce shall be entitled to settle
the claim or action and the proposed settlement, and the terms of such
settlement shall be binding upon the Shareholders so long as they are
commercially and reasonably measured in the context of the manner settled and
not in respect of other considerations of the Federal Companies or Workforce.
(f) Notwithstanding anything to the contrary contained in this
Agreement, the Federal Companies and Workforce shall be entitled to exercise and
resort to all rights and remedies for misrepresentations or breached afforded to
them by statute, at law or in equity, including without limitation, recision,
specific performance, action for damages, or any other remedies and relief as
may be afforded to the Federal Companies and Workforce under this Agreement or
by a court of competent jurisdiction.
13. MISCELLANEOUS.
(a) Each of the parties hereto will bear its own legal fees and
other expenses in connection with the transactions contemplated by this
Agreement.
(b) If any term or provision of this Agreement or any exhibits
thereto or the application thereof to any person, property or circumstances
shall to any extent be invalid or unenforceable, the remainder of this Agreement
or the exhibits thereto or the application or such term or provision to person,
11
<PAGE>
property or circumstances other than those as to which it is invalid and
unenforceable shall not be affected thereby, and each term and provision of this
Agreement or the exhibits thereto shall be valid and enforced to the fullest
extent permitted by law.
(c) Any notices, requests or consents hereunder shall be deemed given,
and any instruments delivered, two days after they have been mailed by first
class mail, postage prepaid, or upon receipt if delivered personally or by
facsimile transmission, as follows:
If to Workforce: 8870 Cedar Springs Road
Suite 5
Knoxville, TN 37923
423-769-2380
If to the Shareholders: 1410 SW 8 Street
Pompano Beach, FL 33069
954-781-2100
except that any of the foregoing may from time to time by written notice to the
other designate another address which shall thereupon become its effective
address for the purposes of this paragraph.
(d) This Agreement, including the exhibits and documents referred to
herein which are a part hereof, contain the entire understanding of the parties
hereto with respect to the subject matter and may be amended only by a written
instrument executed by the parties hereto or their successors or assigns. Any
paragraph headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
(e) 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.
(f) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors but shall not inure to the
benefit of anyone other than the parties signing this Agreement and their
respective successors.
(g) This Agreement shall be governed by the laws of the State of
Florida.
(h) The parties have either (i) been represented by independent legal
12
<PAGE>
counsel in connection with the negotiations and execution of this Agreement, or
(ii) each has had the opportunity to obtain independent legal counsel, has been
advised that it is in their best interests to do so and by execution of this
Agreement has waive the right.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Workforce Systems Corp., a
Florida corporation
By:/s/ Ella Boutwell Chesnutt
---------------------------
Ella Boutwell Chesnutt,
President
/s/ Robert Hausman
---------------------------
Robert Hausman
/s/ John Murray
---------------------------
John Murray
13
