SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT
The undersigned Registrant amends the previously filed current report, Form 8-K,
filed December 8, 1997 as detailed below:
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 1997
CLAIRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-33 87-0467224
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No)
7373 NORTH SCOTTSDALE ROAD
SUITE B-169
SCOTTSDALE, ARIZONA 85253
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 483-8700
<PAGE>
Item 2. Acquisition or Disposition of Assets
On November 20, 1997, the shareholders and board of directors of Claire
Technologies, Inc. ("Claire," "the Registrant") approved an Agreement and
Plan of Merger between Olympic Rehabilitation Services, Inc. ("Olympic"), a
Louisiana corporation, its wholly owned subsidiary, and Allied Health Partners,
Inc. ("Allied"), a Louisiana corporation, in which Olympic would be the
surviving entity. The Acquisition Agreement (attached hereto as Exhibit A)
and Agreement and Plan of Merger (attached hereto as Exhibit B) were entered
into on November 21, 1997. The Agreement and Plan of Merger has been approved
by the state of Louisiana. Allied surrendered all of its outstanding shares of
stock, consisting of 100 shares owned by Richard Kellar, Allied's sole
shareholder, in exchange for three million (3,000,000) shares of stock of
Claire to be issued to Mr. Kellar. No other funds of the Registrant or its
subsidiary were involved in the acquisition. The merger agreement was
structured so as to qualify as a tax-free reorganization under the Internal
Revenue Code for the shareholders of Allied. There was no prior relationship
between the Registrant and Allied, or between the officers of the companies.
Prior to the merger, Allied was engaged in the provision of contract
physical, occupational and activity therapy services to various hospitals and
other medical providers. In addition, Allied provided management services to
several free-standing rehabilitation facilities. All of those therapy and
management services will continue to be offered by Olympic, as the surviving
corporation. Olympic also intends actively to pursue additional rehabilitation
service contracts in the states of Mississippi, Arkansas, Louisiana and
Tennessee. Richard Kellar, the former president of Allied, will serve as the
President and Chief Operating Officer of Olympic. Linda Holliman, also formerly
associated with Allied, will serve as Vice President of Operations. Under the
terms of the Acquisition Agreement, both Mr. Kellar and Ms. Holliman are
guaranteed a salary of no less than $200,000 each for a minimum of one year.
One year or more after closing, moreover, if Mr. Kellar so requests, Claire will
register with the SEC some or all of the three million shares issued to Mr.
Kellar as part of the merger.
On November 20, 1997, the shareholders and board of directors of Claire
approved an Agreement and Plan of Merger between Olympic and Orion Preventive
Medicine, Inc. ("Orion"), a Louisiana corporation, in which Olympic would be the
surviving entity. The Acquisition Agreement (attached hereto as Exhibit D) and
Agreement and Plan of Merger (attached hereto as Exhibit E) were entered into
on November 21, 1997. The Agreement and Plan of Merger has been approved by
the state of Louisiana. Orion surrendered all of its outstanding shares of
stock, in exchange for seven million five hundred thousand (7,500,000) shares
of stock of Claire. No other funds of the Registrant or its subsidiary were
involved in the acquisition. The merger agreement was structured so as to
qualify as a tax-free reorganization under the Internal Revenue Code for the
shareholders of Orion. Jan Wallace and Grace Sim, the officers and directors of
Claire, and VickyLucky, an officer and director of Orion, have a previous
relationship in that both are affiliated with Dynamic Associates, Inc., a Nevada
corporation.
Prior to the merger, Orion was engaged in the provision of contract medical
services to various hospitals and other medical providers. All of those medical
services will continue to be offered by Olympic, as the surviving corporation.
Item 7. Financial Statements and Exhibits.
Information is provided as detailed in Item 601 of Regulation S-B and is
incorporated by reference from previously filed Form 10-QSB, September 30, 1997.
The consolidated, audited financial statements for Claire, Allied Health
Partners, Inc. and Orion have taken longer to complete than expected. As soon
as the statements for December 31, 1996 have been completed they will be filed
as an amendment. In no event will those statements be filed later than the due
date for the annual Form 10-KSB for the Company for 1997.
Exhibit Number Description
A. Allied Acquisition Agreement, effective November 21, 1997.
B. Allied Agreement and Plan of Merger dated November 21,
1997.
C. Audited financial statements of Allied, to be filed with
an amendment to this Form 8-K.
D. Orion Acquisition Agreement, effective November 21, 1997.
E. Orion Agreement and Plan of Merger dated November 21,
1997.
<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.
(Registrant) CLAIRE TECHNOLOGIES, INC.
/s/ Jan Wallace
Jan Wallace
President
Date: February 8, 1998
<PAGE>
Exhibit G
CLAIRE TECHNOLOGIES, INC. & SUBSIDIARY
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
November 21,1997
<TABLE>
<CAPTION>
Acquired Acquisition Consolidated
Claire Subsidiary Entry Pro Forma
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash in bank $ 244 $ 76,410 $ $ 76,654
Accounts Receivable
(Net of allowance for
doubtful accounts of
$402,038) 0 1,118,526 1,118,526
Loan receivable 70,000 0 70,000
Prepaid Expenses 0 7,103 7,103
TOTAL CURRENT ASSETS 70,244 1,202,039 1,272,283
PROPERTY, PLANT AND
EQUIPMENT (NET) 21,182 478,099 499,281
OTHER ASSETS
Organizational Cost 0 228 228
Deposits 0 3,460 3,460
------ --------- ------ ---------
0 3,688 3,688
------ --------- ------ ---------
$ 91,426 $1,683,826 $ $1,775,252
====== ========= ====== =========
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable $ 14,579 $ 18,096 $ $ 32,675
Accrued expenses -
related parties 6,600 37,256 43,856
Accrued expenses- other 0 231,199 231,199
----- ------- ------- ---------
TOTAL CURRENT LIABILITIES 21,179 286,551 307,730
LONG TERM LIABILITIES
Notes Payable 0 121,171 121,171
------ ------- ------ -------
TOTAL LIABILITIES 21,179 407,722 428,901
STOCKHOLDERS' EQUITY
Common Stock $.001 par
value: Authorized -
50,000,000 shares
Issued and outstanding
3,319,168 shares * 3,319 0 12,500 15,819
Additional paid-in 3,193,370 0 (12,500)** 3,180,870
capital
Earnings (Deficit)
accumulated during the
development stage (3,126,442) 1,276,104 (1,850,338)
----------- --------- -------- ------------
TOTAL STOCKHOLDERS' EQUITY 70,247 1,276,104 1,346,351
----------- --------- -------- ------------
$ 91,426 $1,683,826 $ $1,775,252
====== ========= =========== =========
* Reflects 4-for-1 reverse split which was approved June 30, 1997.
** 12,500,000 shares of stock were issued to acquire the subsidiary
</TABLE>
<PAGE>
CLAIRE TECHNOLOGIES, INC. & SUBSIDIARY
(A Development Stage Company)
Pro Forma Consolidated
STATEMENT OF OPERATIONS
to November 21, 1997
(Unaudited)
<TABLE>
<CAPTION>
Acquired Consolidated
Claire Subsidiary Pro Forma
<S> <C> <C> <C>
Service Revenue $ 0 $ 3,189,895 $3,189,895
Rental Revenue 0 372,674 372,674
--------- ----------- ----------
GROSS PROFIT 0 3,562,569 3,562,569
General and Administrative expenses 110,392 2,076,577 2,186,969
Depreciation and amortization 3,946 87,424 91,370
Interest expense 27,516 25,432 52,948
Bad debts 17,500 402,038 419,538
--------- ----------- ----------
159,354 2,591,471 2,750,825
--------- ----------- ----------
NET INCOME (LOSS) BEFORE INCOME TAXES (159,354) 971,098 811,744
INCOME TAXES 0 0 0
--------- ----------- ---------
NET INCOME (LOSS) $ (159,354) $ 971,098 $ 811,744
=========== =========== ===========
Net income (loss) per weighted
average share $ (.07) N/A $ .05
Weighted average number of common
shares used to compute net income
(loss) per weighted average share 2,429,419 0 14,929,419
========== ========== ===========
The subsidiary is not showing income tax expense as the entities that merged
into the subsidiary were previously Limited Liability Companies with a
shareholder responsible for the income taxes.
</TABLE>
<PAGE>
EXHIBIT A
ACQUISITION AGREEMENT
THIS AGREEMENT, effective November 20, 1997, is made and entered into by and
between:
Richard A. Kellar, a resident of the full age of majority of the state of
Florida;
(hereinafter sometimes referred to as "Kellar")
AND
Allied Health Partners, Inc., a corporation organized pursuant to the laws
of the state of Louisiana and having its principal place of business at
62100 Poole's Bluff Road, Bogalusa, Louisiana 70427;
(hereinafter sometimes referred to as "Allied")
AND
Claire Technologies, Inc., a corporation organized pursuant to the laws of
the state of Nevada and having a place of business at 7373 North Scottsdale
Road, Suite B-169, Scottsdale, Arizona 85253;
(hereinafter sometimes referred to as "Claire")
AND
Olympic Rehabilitation Services, Inc., a corporation organized pursuant to
the laws of the state of Louisiana and having its principal place of
business at 62100 Poole's Bluff Road, Bogalusa, Louisiana 70427;
(hereinafter sometimes referred to as "Olympic")
WHEREAS:
A. Claire is a company organized and existing under the laws of the State of
Nevada;
B. Claire is the owner of all of the authorized, issued and outstanding
capital stock of Olympic;
C. As of November 20, 1997, Richard A. Kellar was the sole member of: 1)
Allied Management Group, L.L.C., a limited liability company formerly organized
and existing under the laws of the State of Louisiana; 2) Health Care Partners,
L.L.C. (d/b/a Cleveland Rehabilitation Center), a limited liability company
formerly organized and existing under the
<PAGE>
laws of the State of Louisiana; and 3) South Oaks Rehabilitation Clinic, L.L.C.,
a limited liability company formerly organized and existing under the laws of
the State of Louisiana (said limited liability companies being hereinafter
sometimes jointly referred to as the "Kellar Companies").
D. The Kellar Companies were merged into Allied Health Partners, Inc., a
Louisiana corporation, by that certain "Joint Agreement of Merger", effective
November 20, 1997, by and among Allied Health Partners, Inc. (as the surviving
corporation) and the various Kellar Companies;
E. Kellar is the owner of all of the issued and outstanding shares of the
capital stock of Allied (the "Allied Shares");
F. Claire desires to acquire Allied by way of a merger of Allied and Olympic
whereby Kellar, as the sole shareholder of Allied, will receive common stock in
Claire in exchange for the Allied Shares;
G. Kellar has agreed to accept common stock in Claire as consideration for
such merger;
H. Claire, Olympic and Allied, acting by their respective boards of directors,
have determined that it is advisable and in the best interests of Claire,
Olympic and Allied, and their respective shareholders, that Allied be merged
with Olympic (with Olympic as the surviving corporation) on the terms and
conditions hereinafter set forth;
I. The respective boards of directors of Claire, Olympic and Allied have, in
each case by the unanimous affirmative vote of the entire board, authorized and
approved this Agreement, and the Merger provided for herein;
J. Said Merger is authorized under the laws of the state of Louisiana;
K. The parties intend that the stock exchange transaction provided for herein
qualify as tax free reorganization for the shareholders of Allied under the tax
laws of the United States of America; and, specifically, that it qualify as a
statutory merger within the meaning of Internal Revenue Code Section 368 (a)(1)
(A), or a forward triangular merger within the meaning of Internal Revenue Code
Sections 368 (a)(2)(D) and 368 (a)(1)(A); and
L. In order to record the terms and conditions of the agreement among them the
aforesaid parties wish to enter into this Agreement.
NOW, THEREFORE, THIS AGREEMENT WITNESSES that, in consideration of the
foregoing, and the mutual covenants and agreements contained herein, the parties
hereto agree,
<PAGE>
each with the other, as follows:
1. INTERPRETATION
1.1 Where used herein or in any amendments or Exhibits hereto, the following
terms shall have the following meanings:
(a) "Closing Date" means November 21, 1997;
(b) "Merger" means the statutory merger of Allied and Olympic pursuant to
the terms and conditions of the Merger Agreement;
(c) "Merger Agreement" means the Agreement and Plan of Merger, in the form
attached hereto as Exhibit "A", to be entered into by Allied and
Olympic in order to effectuate the terms and conditions of this
Agreement;
(d) "Claire Shares" means those fully paid and non-assessable common
shares of Claire to be issued to the members of the Kellar Companies
by Claire pursuant to this Agreement; and
(e) "Louisiana Act" means the Louisiana Business Corporation Law.
1.2 All dollar amounts referred to in this agreement are in United States
funds, unless expressly stated otherwise.
1.3 This Agreement shall be interpreted to give effect to the intention of the
parties that this transaction qualify as a tax-free reorganization pursuant to
Internal Revenue Code Sections 368(a)(1)(A) and 368 (a)(2)(D), and the
regulations promulgated thereunder.
2. AGREEMENT TO MERGE
2.1 Olympic and Allied and their respective shareholders hereby agree that
Allied will be merged into Olympic, with Olympic as the surviving corporation,
on the terms and conditions set forth in this Agreement and the Merger
Agreement.
2.2 The Allied Shares owned by Kellar, as the sole shareholder, will be
exchanged on the Closing Date for Three Million (3,000,000) shares of the
restricted common stock of Claire (the "Claire Shares"), to be issued as fully
paid and nonassessable.
3. PLAN OF MERGER
<PAGE>
3.1 The Merger will be effected by a statutory merger between Allied and
Olympic to be completed on the following basis, with the intention that the
transaction qualify as a tax-free reorganization pursuant to Internal Revenue
Code Sections 368(a)(1)(A) and 368 (a)(2)(D):
(a) Olympic and Allied will enter into the Merger Agreement on the Closing
Date and a Certificate of Merger documenting the Merger, prepared
pursuant to the provisions of Section 112 F (1) of the Louisiana Act
and executed on the Closing Date, will be filed as soon as possible
thereafter with the Secretary of State of the state of Louisiana;
(b) Following the execution of the Merger Agreement, all parties hereto
will do all things required to complete the Merger on the terms and
conditions of the Merger Agreement;
(c) The Effective Date of the Merger will be the Closing Date;
(d) The Merger will be completed on the Closing Date by the surrender of
the Allied Shares to Claire by Kellar in exchange for the
consideration set forth in Section 2.2 of this Agreement.
4. WARRANTIES OF KELLAR:
4.1 The following warranties and representations shall only protect Claire
against matters actually known to Kellar or Allied and not disclosed to Claire,
and any material breach of those warranties and representations. Any warranties
and/or representations made with respect to Allied shall be deemed to include
each and all of the Kellar Companies merged into Allied pursuant to the "Joint
Agreement of Merger" referenced in the preamble of this Agreement. After the
expiration of a one year period following the Closing Date, Claire and Olympic
expressly waive any right or cause of action that each might have against Kellar
which is related to, or arises out of, any such material breach.
4.2 As a material inducement to Claire and Olympic to execute this Agreement
and to perform or cause the same to be performed, Kellar represents and warrants
to Claire and Olympic that, to his current knowledge:
(a) There are no investigations, actions, suits, charges, complaints, or
other proceedings of any character pending, threatened, or otherwise
asserted against or involving Allied, at law or in equity, or before
or by any federal, state, or other governmental division, agency, or
instrumentality, domestic or foreign; and no circumstances are known
to exist which would give rise to any such action, suit or
proceedings. Furthermore, Allied is not in default with respect to any
order or
<PAGE>
decree of any such governmental agency or instrumentality, and Allied
is not a party to any judgments, orders, or decrees which have a
material adverse effect on its operations.
(b) He does not have any information indicating that any hospital or
other entity with which Allied has a current management or therapy
services contract intends to request the termination of, or bring any
action to terminate, such contract.
(c) On the Closing Date, Allied will have good and marketable title to all
of the property (except such items as have been sold or otherwise
disposed of in the ordinary course of business) reflected or referred
to in the balance sheet and profit and loss statement of the
corporation attached hereto as Exhibit "B", and in the respective
balance sheets and profit and loss statements of each of the Kellar
Companies as of September 30, 1997; copies of which are attached
hereto, in globo, as Exhibit "C", (said Allied and Kellar Companies'
financial information being hereinafter sometimes referred to
collectively as the "Financial Statements"). Further, such property
will be subject to no mortgage, conditional sales agreement, financing
statement, charge, lien, or encumbrance except as reflected on such
Financial Statements and with respect to which no default exists
except as shown thereon. Allied has not heretofore incurred any
obligation to dispose of any such property except in the ordinary
course of business.
(d) Allied has no any material debts, obligations, or liabilities (whether
accrued, absolute, contingent, or otherwise), of any nature,
whatsoever, not disclosed on the Financial Statements, or indicated in
the other Exhibits hereto, other than debts, obligations, and
liabilities incurred in the normal course of business of the Kellar
Companies or Allied since September 30, 1997; none of which are
material either individually or collectively.
(e) The business of Allied has been and is being conducted in all material
respects in accordance with all applicable laws, rules, and
regulations of all regulatory authorities.
(f) Prior to their merger with Allied; Allied Management Group, L.L.C.;
Health Care Partners, L.L.C.; and South Oaks Rehabilitation Clinic,
L.L.C. were limited liability companies duly organized, validly
existing, and in good standing under the laws of the State of
Louisiana. None of those limited liability companies had any
subsidiaries. The members of those respective Kellar Companies as of
the date of their merger into Allied were as set forth in paragraph C
of the preamble to this Agreement and no person or other entity, other
than Kellar, had any membership interest in any of those Companies as
of the date of that merger.
<PAGE>
At the time of the merger of the Kellar Companies into Allied, there
were no options or purchase agreements outstanding with respect to any
of the membership interests in any of the Kellar Companies, or any
other agreements, of any sort whatsoever, which created any current or
future ownership, security, or other rights with respect to those
membership interests in favor of Kellar, or any third party. Kellar
has furnished to Claire for its examination: (i) copies of the
Articles of Organization, Operating Agreements, and any other
organizational or operational documents with respect to each of the
Kellar Companies, and (ii) the minute books of each of the Kellar
Companies containing all records required to be set forth of all
proceedings, consents, actions and meetings of the respective members
of each of those Companies. Kellar hereby expressly waives any rights
which he may have to acquire any membership interest in any of the
Kellar Companies including, without limitation, any preemptive rights,
or options or rights of first refusal.
(g) Allied is a corporation duly organized, validly existing, and in good
standing under the laws of the state of Louisiana. Allied has no
subsidiaries. The entire authorized capital stock of Allied consists
of One Hundred (100) shares of no par common stock of which One
Hundred (100) shares are presently issued and outstanding.
All such outstanding shares have been validly issued and are fully
paid and nonassessable. There are no stock options or stock purchase
agreements outstanding with respect to any Allied stock, or any other
agreements, of any sort whatsoever, which create any current or future
ownership, security, or other rights with respect to that stock in
favor of Kellar, or any third party. Kellar has furnished to Claire
for its examination: (i) copies of the Articles of Incorporation and
Bylaws of Allied, (ii) the minute books of Allied containing all
records required to be set forth of all proceedings, consents, actions
and meetings of the shareholders and board of directors, and (iii) the
stock transfer books of Allied setting forth all transfers of any
capital stock. Kellar hereby expressly waives any rights which he may
have to acquire any stock of Allied, including, without limitation,
any preemptive rights, or options or rights of first refusal, which
may be provided in the Articles of Incorporation or Bylaws of Allied,
or in any shareholder or other agreement.
(h) Allied is not a party to any written or oral collective bargaining
agreement or other contract with any labor union, and has no
employment contracts, pension or profit sharing or bonus plans for
employees, or independent contractor or consultant agreements, which
cannot be terminated by Allied on not more than sixty-one (61) days
notice. Allied has performed all obligations required to be
<PAGE>
performed by it to date and is not in default in any material respect
under any of the contracts, leases, or other agreements to which it is
a party. All parties with which Allied has any contractual
arrangements are in compliance therewith in all material respects and
not in default thereunder.
(i) The execution, delivery, and performance of this Agreement by Kellar
does not violate any unwaived stock restrictions or agreements,
charter provisions, laws, loans, contracts, or regulations, of any
nature whatsoever, and no approval is required for such execution,
delivery and performance;
(j) Allied is not obligated or indebted to Kellar, except for any current
salaries and monthly expenses;
(k) Allied has no leases, contracts, agreements, or commitments other than
those shown on the Financial Statements described above or listed on
Exhibit "D" hereto;
(l) No representation or warranty herein by Kellar contains or will
contain any untrue statement of a material fact;
(m) The books and records of Allied and each of the Kellar Companies
correctly set out and disclose in all material respects, in accordance
with generally accepted accounting principles, the financial position
of each respective corporation or company as of the date thereof, and
all material financial transactions of Allied relating to its business
have been accurately recorded in such books and records;
(n) The Financial Statements, attached hereto as Exhibits "B" and "C",
present fairly the assets, liabilities (whether accrued, absolute,
contingent or otherwise) and the financial condition of Allied and
each of the Kellar Companies as of the date thereof;
(o) The accounts receivables shown in the Financial Statements represent
the total trade accounts receivable of Allied and each of the Kellar
Companies as of the respective dates of those statements; do not
include any debts other than trade debts; and are all due and fully
collectible within sixty (60) days of the date of the Financial
Statements, without set-off or counterclaim, except as has been
allowed for as a doubtful account receivable or as otherwise indicated
on Exhibit "E" hereto.
(p) The business of each of the Kellar Companies was carried on in the
ordinary and normal course during the period between the date of the
Financial Statements and
<PAGE>
the merger of those Companies with Allied and will be carried on by
Allied in the ordinary and normal course after the date hereof and up
to the date of Closing.
(q) Since the date of the Financial Statements (Exhibits "B" and "C"),
neither Allied nor any of the Kellar Companies has:
(i) promised or made any distributions of any kind to Kellar;
(ii) paid or agreed to pay any additional compensation, pension,
bonus, share of profits, or other benefit to, or for the benefit
or, any employee, member, stockholder, director or officer of
any of the Kellar Companies or Allied except in the normal
course of business; or
(iii) settled any accounts receivable of a material nature at less
than face value.
(r) Allied has not guaranteed, or agreed to guarantee, any debt, liability
of other obligation or any person or other entity.
(s) Neither Allied nor Kellar is aware of any contingent tax liabilities
of any of the Kellar Companies or Allied, or of any grounds which will
prompt reassessment of any tax payable by Allied or any of those
Companies.
(t) All tax returns and reports of each of the Kellar Companies or Allied
which were required by law to be filed prior to the date of this
Agreement have been filed and are true, correct and complete. All
taxes and other government charges have been paid or accrued by each
Company and by Allied.
(u) The stock held by Kellar in Allied is free and clear of all liens,
charges, security interests and/or encumbrances.
(v) The Kellar Companies and Allied have provided to Claire complete and
true copies of all management and/or therapy service contracts entered
into in connection with the conduct of the business of each of those
Companies and Allied (the "Contracts"); which Contracts are listed on
Exhibit "F". No party is in material default or breach of any of the
Contracts and there exists no state of facts which, after notice or
lapse of time or both, would constitute such a default or breach.
Each Contract is in full force and effect and in good standing and is
enforceable in accordance with its terms. None of the Contracts is
subject to any terms or conditions not expressly set forth in such
Contract.
<PAGE>
5. WARRANTIES OF CLAIRE:
5.1 The following warranties and representations shall only protect the Allied
and Kellar against matters actually known to Claire and not disclosed to Allied
or Kellar, and any material breach of those warranties and representations.
After the expiration of a one (1) year period following the Closing Date, Allied
and Kellar each expressly waives any right or cause of action that either of
them might have against Claire which is related to, or arises out of, any such
material breach.
5.2 As a material inducement to Kellar to execute this Agreement and to perform
or cause the same to be performed, Claire represents and warrants to Kellar, to
the best of its knowledge, information and belief, that:
(a) Claire is a publicly traded corporation duly organized, existing and
in good standing under the laws of the State of Nevada and has
corporate power to own and operate its properties and to carry on its
business. Claire has one hundred million shares of authorized common
stock and no other types or classes of stock are authorized or issued.
No more than 12,819,200 shares of such stock will be issued and
outstanding immediately prior to the Closing. There are no current
or pending restrictions on the public trading of the Claire stock and
there are no outstanding options, warrants or other agreements or
obligations, of any sort whatsoever, with respect to that stock.
Claire is currently in good standing and in compliance with all SEC
and/or other Federal and state regulatory authorities and, further,
with all applicable exchange, market and/or trading regulations
governing all public markets in which its stock is currently traded.
Claire will remain in such compliance through and after the Closing.
(b) There is no provision in the Articles of Incorporation or By-Laws of
Claire, or in any indenture, contract, or agreement to which Claire is
a party or by which Claire is bound, that: (i) prohibits the
execution and delivery by Claire of this Agreement, the Merger
Agreement or the Claire Shares, or the other instruments to be
executed by Claire pursuant hereto; or (ii) the performance by Claire
of any of the terms or conditions of this Agreement, or the Merger
Agreement or such other instruments.
(c) The execution, effectuation and delivery of this Agreement, the Merger
Agreement, and the other instruments referenced above have been duly
authorized by all necessary corporate action on the part of Claire.
(d) All statements contained in the U.S. Securities and Exchange
Commission Form 10-KSB filed for Claire for the fiscal year ended on
December 31, 1996; and in
<PAGE>
the SEC Forms 10-QSB filed for the quarterly periods ending March 31,
1997 and June 30, 1997; respectively, are true and correct.
(e) There are no investigations, actions, suits, charges, complaints, or
other proceedings of any character pending, threatened, or otherwise
asserted against or involving Claire, at law or in equity, or before
or by any federal, state, or other governmental division, agency, or
instrumentality, domestic or foreign; and no circumstances are known
to exist which would give rise to any action, suit or proceedings.
Furthermore, Claire is not in default with respect to any order or
decree of any such governmental agency or instrumentality, and Claire
is not a party to any judgments, orders, or decrees which have a
material adverse effect on its operations.
6. COVENANTS OF CLAIRE:
6.1 Claire covenants with Kellar that at all times prior to and including the
Closing Date each representation and warranty of Claire set forth herein shall
be true and correct in all material respects and shall survive the Closing.
6.2 Claire covenants and agrees with Kellar that Claire:
(a) will duly and punctually perform all things on its part to be done or
performed under this Agreement;
(b) will at all reasonable times permit Kellar to inspect its books and
records and to inspect its properties and operations;
(c) will maintain its corporate existence in good standing and comply with
all applicable laws and regulations of the United States, or of any
state or states thereof, or of any political subdivision thereof, and
of any governmental authority;
(d) will not modify its Articles of Incorporation to increase its
authorized capital stock;
(e) will not (prior to the Closing) issue any of its authorized stock, nor
grant any options, warrants, or other agreements creating, or agreeing
to create, any current or future ownership and/or security interest in
any of such authorized stock, in excess of the total number of issued
shares specified in Section 5.2 (a), above; and
(f) will furnish Kellar, upon his request, (concurrently with the filing
and/or production of the same) with copies of all future SEC filings
and reports; all
<PAGE>
future monthly or quarterly financial reports or statements generated
by Claire in the ordinary course of business; and any other reports,
financial or otherwise, hereafter delivered to any financial
institution or other third party by Claire.
7. COVENANTS OF KELLAR:
Kellar severally covenants with Claire and Olympic that at all times from
the date of this Agreement, to and including the Closing Date, that each
representation and warranty of Kellar set forth herein shall be true and correct
in all material respects and shall survive Closing and, further, that he will
exert his good faith efforts to insure that:
7.1 Until the Closing Date, Allied will conduct its business in the ordinary
course and will not dispose of or encumber in any manner, or permit to be
disposed of or be additionally encumbered (by any act on the part of Allied or
Kellar) any of the assets presently owned by the Allied, except in the normal
course of its business.
7.2 Allied will keep all of its insurable property and assets insured in
accordance with present practices and will maintain, preserve, and keep all
equipment, machinery, and other personal property in present condition and state
of repair, reasonable wear and damage by fire or other casualty excepted.
7.3 Allied will not modify its Articles of Incorporation; change its authorized
or issued capital stock; grant any options or commitments relating its capital
stock; issue any additional capital stock; or make any dividend or other
distribution or payment with respect to such stock.
7.4 After the execution of this Agreement, Allied will make no distribution or
payment to Kellar which arises out of, or is related to, his ownership of Allied
stock.
7.5 Except for normal annual and periodic raises in the ordinary course of
business, Allied shall not increase the compensation payable to or to become
payable to any of its officers, directors, consultants or employees without the
prior approval of Claire.
7.6 Allied shall not borrow, or agree to borrow, any money; or make any draws
against any existing loans or lines of credit, without the prior approval of
Claire.
7.7 Allied shall not enter into any lease or commitments without the prior
approval of Claire.
7.8 Allied will use its best efforts to preserve its business organization
intact and to retain the services of its present employees and consultants.
<PAGE>
8. CLOSING:
8.1 The assignment and/or delivery of the consideration specified in Section 2,
above, and any and all other documents required by this Agreement (the
"Closing") shall take place at a location mutually agreeable to all parties, at
10:00 a.m., on November 21, 1997.
8.2 At the Closing, Kellar shall deliver to Claire a certificate of good
standing for Allied from the Secretary of State of that corporation's state of
domicile.
8.3 At the Closing, Kellar and Allied shall execute current certificates
acknowledging that the representations and warranties contained herein are true
and correct as of the Closing Date and shall survive Closing for the period set
forth is Section 4.1 hereof.
8.4 At the Closing, Kellar shall deliver the following items to Claire:
(a) The agreements of Kellar and Linda Holiman not to compete with Allied
or Olympic, or with the respective business operations of those
corporations, for a period of two (2) years following the Closing
Date, or two (2) years following the termination of their respective
employment with Allied, Olympic, or any related company, whichever
date is later, on the terms and conditions set forth in Exhibit "G"
hereto;
(b) The employment and/or consulting agreements of Richard A. Kellar and
Linda Holiman, respectively, on the terms and conditions set forth in
Exhibits "H" and "I" hereto;
(c) The written opinion of the attorney for Allied that :
(i) Allied has been duly formed, organized and is validly existing
under the laws of its state of domicile; that it has the
corporate power to own or lease its properties and to carry on
its current business operations; and that it is in good standing
with respect to any required filings with the appropriate
governmental authorities;
(ii) this Agreement has been duly and validity executed by properly
authorized officers on behalf of Allied and is a binding
obligation of Allied;
(iii) the issued and authorized capital stock of Allied is as set out
in this Agreement and all of the issued and outstanding shares
are fully paid and nonassessable;
<PAGE>
(iv) all necessary approvals and all necessary steps and corporate
proceedings have been obtained or taken to permit the
effectuation of the transactions specified in this Agreement
and, without limiting the generality of the foregoing, that all
required proceedings Allied and its directors and shareholders
(including all matters which, in the reasonable opinion of
counsel for Claire are material in connection with the merger
transaction contemplated by this Agreement) have been taken or
are otherwise favorable to the completion of such transaction;
(v) there is no provision in any indenture, contract, or agreement
known to such counsel to which Allied is a party, or by which
Allied is bound, that prohibits or restricts the execution and
delivery by Allied of, or the performance or observance by Allied
of, the terms and conditions of this Agreement or the Merger
Agreement; and
(vi) there is no provision in any applicable Federal or State law or
regulation, including, without limitation, any rule or regulation
of the U.S. Securities and Exchange Commission and/or any
applicable "Blue Sky" or other laws or regulations of the State
of Louisiana, which prohibits or restricts the execution and
delivery by Allied of the Agreement or the Merger Agreement, or
the performance or observance by Allied of, the terms and
conditions of the same.
(d) Written consents of any client as may be required under the provisions
of any of the Contracts upon the change of ownership or control of any
of the Kellar Companies or Allied and, further, all consents from all
governmental and administrative authorities required under any permit
or license held by any of the Kellar Companies or Allied for the
conduct of their business.
(e) A certificate by the president of Allied certifying that the
representations and warranties in this Agreement are true and correct
as of the Closing Date;
(f) Certified copies of the minutes of the meetings of the stockholders
and board of directors of Allied approving this Agreement and the
Merger Agreement;
(g) The resignations, in writing, of all directors and officers of Allied;
and
(h) The Merger Agreement and Certificate of Merger, duly executed.
8.5 At the Closing, Claire shall transfer and deliver the Claire Shares, as
provided in Section
<PAGE>
2.2 hereof, to Kellar.
8.6 At the Closing, Claire shall deliver to Kellar a favorable opinion of
Claire's attorney or attorneys, to the effect that:
(a) Claire and Olympic are corporations duly organized, existing and in
good standing under the laws of their respective state of domicile and
that each such corporation has the corporate power to own and operate
its properties and to carry on its business;
(b) This Agreement and the Merger Agreement have been duly authorized on
the part of Claire and Olympic by all necessary corporate and other
action; have been duly executed and delivered by each such
corporation; and are the legal, valid, and binding obligations of each
corporation, enforceable in accordance with their respective terms,
except as limited by laws generally affecting the enforcement of
creditors' rights;
(c) There is no provision in any indenture, contract, or agreement known
to such counsel, to which Claire or Olympic is a party or by which
Claire or Olympic is bound, that prohibits or restricts the execution
of this Agreement or the Merger Agreement or its performance or
observance of the terms and conditions of the same; and
(d) There is no provision in any applicable Federal or State law or
regulation, including, without limitation, any rule or regulation of
the U.S. Securities and Exchange Commission and/or any applicable
"Blue Sky" or other laws or regulations of the States of Nevada or
Louisiana, which prohibits or restricts the execution and delivery by
Claire or Olympic of this Agreement or the Merger Agreement, or the
performance or observance by Claire or Olympic of the terms and
conditions of the same.
8.7 At the Closing, Claire and Olympic shall execute a current certificate
acknowledging that the representations and warranties made herein by each such
corporation are true and correct as of the Closing and that the same shall
survive Closing for the period stipulated in Section 5.1 hereof.
8.8 At the Closing, Claire and Olympic shall deliver to Kellar the Merger
Agreement and the Certificate of Merger, duly executed by all necessary parties.
9. BROKERAGE:
<PAGE>
Kellar and Claire each represent and warrant to the other that they have
had no dealings and negotiations with respect to this transaction with any other
person, firm or corporation except for officers and employees of Claire and
Allied. Claire agrees to hold Kellar harmless for brokerage in this transaction
by reason of Claire's breach of such warranty, and Allied and Kellar severally
agree to indemnify and hold Claire and Olympic harmless from any claim, demand,
or judgment made or rendered against Claire for brokerage in this transaction by
reason of the breach of such warranty by Kellar.
10. POST-CLOSING OPERATIONS:
10.1 It is understood and agreed that Claire and Olympic (by means of the
Merger) are acquiring the current business operations of Allied as a going
concern and that all parties hereto contemplate and agree that the existing
management, employees and consultants of Allied, and Allied's current business
practices and procedures shall be retained by Allied to the extent reasonably
possible and consistent with sound business judgment. Accordingly, Claire and
Olympic agree, for a period of not less than one (1) year after the Closing, to
the following:
(a) To cause Olympic to appoint the following individuals to the
designated positions (at no less than the annual salaries indicated):
Richard A. Kellar, Chief Operating Officer.....
$200,000.00 per year
Linda Holiman, Vice President for Operations.....
$200,000.00 per year
Said employment agreements shall relate to the operations of Olympic
and shall be in the forms attached hereto, respectively, as Exhibits
"H" and "I".
(b) To maintain the principal operations office of Olympic at 62100
Poole's Bluff Road, Bogalusa , Louisiana 70427, and the corporate
headquarters of Olympic at 1613 Jimmie Davis Hwy., Bossier City,
Louisiana 71112, or at such other locations as may be acceptable to
all parties.
11. CONDITIONS PRECEDENT TO CLOSING:
11.1 Each party's obligation to close the transaction contemplated herein is
conditioned upon the following:
<PAGE>
(a) That all representations and warranties herein made by the other
parties are true and correct as of the date of the Closing;
(b) That all obligations of the other parties have been completed and/or
fulfilled as of the date of the Closing; and
(c) That all required consents from all clients of Allied and all
governmental and administrative authorities shall have been obtained
such that the change in ownership and/or control of Allied after the
Closing shall not result in the cancellation, termination, or
reduction of any right under any Contract, license or permit held by
Allied for the conduct of its business operations.
12. MISCELLANEOUS:
12.1 This Agreement shall be binding on the heirs, representatives, successors,
and assigns of the parties and the terms, covenants, warranties and
representations hereof shall survive the Closing for the periods set forth in
Sections 4.1 and 5.1 hereof. This Agreement constitutes the entire agreement of
the parties and any amendment or modification of the same must be in writing and
signed all parties.
12.2 Any notice or other communication provided for herein or given hereunder to
a party hereto shall be in writing and shall be delivered in person to such
party, or mailed by registered or certified mail, postage prepaid, addressed as
follows:
If to Kellar or Allied:
Richard A. Kellar
P. O. Box 945
Bogalusa, La 70427-0945
If to Claire or Olympic:
Jan Wallace
Scottsdale Centre
7373 North Scottsdale Road
Suite B-169
Scottsdale, Arizona 85253
or to such other address with respect to a party as such party shall notify the
others in
<PAGE>
writing in the manner provided above.
12.3 The parties hereto agree that an announcement of this Agreement, through
joint press releases and/or other appropriate and customary means, will be made
to the public after the execution of this Agreement. Any such announcement will
be made jointly by Claire and Kellar and the language and contents of the same
shall be subject to the prior approval of both of those parties.
12.4 This Agreement is being delivered and is intended to be performed in the
State of Louisiana and shall be construed and enforced in accordance with the
laws of that state. Any other documents related to this Agreement shall also be
construed and enforced in accordance with the laws of the state of Louisiana.
12.5 This Agreement may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which,
together, shall constitute one and the same instrument. It shall not be
necessary that any single counterpart hereof be executed by all parties hereto
as long as at least one counterpart is executed by each party.
12.6 This Agreement supersedes, in their entirety, any and all previous
agreements of theparties with respect to the acquisition of Allied and/or the
Kellar Companies by Claire or Olympic (with the exception of any agreements
relating to the confidentiality of any information furnished to Claire
concerning the affairs of Allied or the Kellar Companies).
13. REGISTRATION OF CLAIRE SHARES:
After the expiration of a period of one (1) year after the Closing Date,
Kellar shall have the right to request the registration of, and Claire hereby
agrees to register, all or any portion of the Claire Shares received by him
pursuant to this Agreement for sale to the public pursuant to the provisions of
the applicable rules and regulations of the U.S. Securities and Exchange
Commission. Upon receipt of such a request, Claire will promptly undertake the
registration of such shares. Kellar understands that the registration of the
subject shares may be subject to certain terms and conditions imposed on Claire
by its underwriters and agree to abide by any reasonable terms and conditions so
imposed.
14. RESERVATION:
The parties reserve the right to demand specific performance of the terms
of this Agreement.
<PAGE>
15. CONSTRUCTION:
Each of the parties hereto has agreed to the use of the particular language
of the provisions of this Agreement and the Exhibits. Accordingly, it is agreed
and understood that any questions of doubtful interpretation with respect to any
such provisions shall not be resolved solely by any rule of interpretation
against the draftsman, but rather in accordance with the fair meaning of those
provisions.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed, on the dates indicated below, effective November 20, 1997, in the
presence of the undersigned witnesses.
WITNESSES: CLAIRE TECHNOLOGIES, INC.
/s/ W.A. Lucky III
/s/ Linda Holiman By: /s/ Jan Wallace
-------------------------
Jan Wallace, President
November 20, 1997
WITNESSES: OLYMPIC REHABILITATION SERVICES, INC.
/s/ A.L. Blondeau
/s/ Linda Holiman By: /s/ Jan Wallace
---------------------------
Jan Wallace, President
November 20, 1997
<PAGE>
WITNESSES: ALLIED HEALTH PARTNERS, INC.
/s/ A.L. Blondeau By: /s/ Richard A. Kellar
----------------------------
Richard A. Kellar, President
November 20, 1997
/s/ Linda Holiman
WITNESSES:
/s/ W. A. Lucky III /s/ Richard A. Kellar
-------------------------------
Richard A. Kellar, Individually
November 20, 1997
/s/ Linda Holiman
<PAGE>
ACQUISITION AGREEMENT
TABLE OF CONTENTS
1. INTERPRETATION PAGE 3
2. AGREEMENT TO MERGER PAGE 3
3. PLAN OF MERGER PAGE 3
4. WARRANTIES OF KELLAR PAGE 4
5. WARRANTIES OF CLAIRE PAGE 8
6. COVENANTS OF CLAIRE PAGE 10
7. COVENANTS OF KELLAR PAGE 10
8. CLOSING PAGE 11
10. BROKERAGE PAGE 14
11. POST CLOSING OPERATIONS PAGE 14
12. CONDITIONS PRECEDENT TO CLOSING PAGE 15
13. MISCELLANEOUS PAGE 15
12. REGISTRATION OF CLAIRE SHARES PAGE 17
13. RESERVATION PAGE 17
14. CONSTRUCTION PAGE 17
<PAGE>
ACQUISITION AGREEMENT
SUMMARY OF EXHIBITS
EXHIBIT "A" AGREEMENT AND PLAN OF MERGER
EXHIBIT "B" BALANCE SHEET, PROFIT AND LOSS STATEMENT OF ALLIED
AND CONSOLIDATED ASSET LIST
EXHIBIT "C" BALANCE SHEET, PROFIT AND LOSS STATEMENT OF EACH OF
THE KELLAR COMPANIES
EXHIBIT "D": LIST OF AGREEMENTS, CONTRACTS, LEASES, ETC.
EXHIBIT "E": DELINQUENT AND/OR DOUBTFUL ACCOUNT RECEIVABLES
EXHIBIT "F": MANAGEMENT AND/OR THERAPY SERVICE CONTRACTS
EXHIBIT "G": NON-COMPETE AGREEMENT
EXHIBIT "H": RICHARD A. KELLAR EMPLOYMENT AGREEMENT
EXHIBIT "I": LINDA HOLIMAN CONSULTANT AGREEMENT
<PAGE>
EXHIBIT B
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made and entered into, on this 21st day
of November, 1997, by and between:
OLYMPIC REHABILITATION SERVICES, INC. ("OLYMPIC"), a corporation
organized pursuant to the laws of the state of Louisiana and having
its principal place of business at 62100 Poole's Bluff Road,
Bogalusa, Louisiana, represented herein by all of its Directors;
AND
ALLIED HEALTH PARTNERS, INC. ("ALLIED"), a corporation organized
pursuant to the laws of the state of Louisana and having its principal
place of business at 61200 Poole's Bluff Road, Bogalusa, Louisiana
70427, represented herein by all of its Directors.
WHEREAS:
A. Olympic is a corporation duly organized and existing under the laws of the
State of Louisiana, with its principal office located at 62100 Poole's Bluff
Road, Bogalusa, Louisiana;
B. Allied is a corporation duly organized and existing under the laws of the
State of Louisiana, with its principal office located at 62100 Poole's Bluff
Road, Bogalusa, Louisiana;
C. Claire Technologies, Inc. ("Claire") is the owner of all of the issued and
outstanding shares of Olympic;
D. Olympic and Allied, acting by their respective boards of directors, have
determined that it is advisable and in the best interests of their shareholders
that Olympic and Allied be merged on the terms and conditions set forth herein;
E. The boards of directors of each of Olympic and Allied have, in each case by
the unanimous affirmative vote of the full board of directors, authorized and
approved this Agreement, and the Merger provided for herein, and the said Merger
is authorized under the laws of the State of Louisiana;
F. It is the intent of Olympic and Allied that this merger qualify as a tax-
free reorganization for the Allied Shareholders under the tax laws of the United
States of America and, specifically, that it qualify as a statutory merger
within the meaning of Internal Revenue Code Section 368
<PAGE>
(a)(1)(A) and/or a forward triangular merger within the meaning of Internal
Revenue Code Sections 368(a)(2)(D) and 368(a)(1)(A); and
G. The parties wish to record and document the terms and conditions of their
agreement;
NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants herein, and subject to the terms and conditions hereinafter set
forth, the parties hereto agree as follows:
1. INTERPRETATION
1.1 Where used herein or in any amendments or schedules or exhibits hereto, the
following terms shall have the following meanings:
(a) "Acquisition Agreement" means the acquisition agreement previously
executed by the Allied Shareholders, Allied, Olympic and Claire,
effective November 20, 1997;
(b) "Business" means the business in which Olympic is engaged; namely, the
management and/or provision of therapy services;
(c) "Closing Date" means the date on which this Agreement is executed by
all parties;
(d) "Constituent Corporations" means Olympic and Allied;
(e) "Effective Date" means the effective date of the Merger, as set forth
in Section 3.3 hereof;
(f) "Allied Shares" means all of the issued and outstanding shares of
Allied;
(g) "Allied Shareholders" means all of the shareholders of Allied as of
the Closing Date;
(h) "Merger" means the merger of Olympic and Allied, as contemplated by
Section 2.1 of this Agreement;
(i) "Surviving Corporation" means Olympic as of and subsequent to the
Effective Date of the Merger;
(j) "Claire" means Claire Technologies Inc., a corporation duly organized
under the
<PAGE>
laws of the State of Nevada;
(k) "Claire Shares" means those fully paid and non-assessable common
shares of Claire to be delivered to the Allied Shareholders by Claire
at the closing pursuant to this Agreement; and
(l) "Louisiana Act" means the Louisiana Business Corporation Law.
1.2 This Agreement shall be interpreted and construed to give effect to the
intention of the parties that this transaction qualify as a tax-free
reorganization and merger pursuant to Internal Revenue Code Sections 368
(a)(1)(A) and 368 (a)(2)(D), and the regulations promulgated thereunder.
2. PLAN OF MERGER
2.1 On the Effective Date, Allied will be merged into Olympic in the manner and
with the effect provided by the laws of the State of Louisiana.
2.2 Upon completion of the Merger, the separate existence of Allied will cease;
Olympic and Allied will become a single corporation which shall survive such
Merger; and Olympic (as the Surviving Corporation) will continue to exist by
virtue of, and pursuant to, the laws of the State of Louisiana.
3. SHAREHOLDER APPROVAL AND FILING AND RECORDATION
3.1 This Agreement is effective only if approved by the shareholders of both
Olympic and Allied. If the shareholders for each corporation approve this
Agreement by the vote required by Section 112 C of the Louisiana Act, the fact
of such approval shall be certified hereon (and on a Certificate of Merger
documenting the Merger, prepared in accordance with the provisions of Section
112 F (1) of the Louisiana Act) by the secretary or assistant secretary of each
Constituent Corporation, and this Agreement and the Certificate of Merger so
approved and certified shall be signed and acknowledged by the president of each
Constituent Corporation on the Closing Date.
3.2 The said Certificate of Merger, when and if so approved, certified, signed,
and acknowledged, shall be delivered to the Secretary of State of Louisiana
(within five (5) business days of the Closing Date) for filing and recording,
and a certified copy of the Certificate of Merger thereafter issued by the
Secretary of State shall be filed for record in the Office of the Recorder of
Mortgages in each Parish in this State in which either of the Constituent
Corporations has its registered office, and shall also be recorded in the
Conveyance Records of each Parish in this State in which either of the
Constituent Corporations has immovable property;
<PAGE>
the title to the same to be transferred to the Surviving Corporation.
3.3 As provided in Section 114 (A)(1) of the Louisiana Act, the Merger shall be
effective as of the Closing Date (the "Effective Date").
4. EFFECT OF MERGER
4.1 On the Effective Date, the Surviving Corporation shall:
(a) possess all the powers, rights, privileges, goodwill, immunities and
franchises, of a public as well as of a private nature, of each of the
Constituent Corporations;
(b) possess all property and assets, of whatsoever kind or description,
including, without limitation, any and all contractual rights, and all
debts due on whatever account, and every other interest due or
belonging to each of the Constituent Corporations; all of which assets
shall be taken and deemed to be transferred to and vest in the
Surviving Corporation without further act; and
(c) be responsible and liable for all debts, liabilities and obligations
of each of the Constituent Corporations, and all rights of creditors
and all liens upon the property of the Constituent Corporations shall
not be impaired by the Merger, and all debts, obligations, liabilities
and duties of the Constituent Corporations shall attach to the
Surviving Corporation and may be enforced against it to the same
extent as if said debts, liabilities and duties had been incurred or
contracted by it.
4.2 Any existing claim or action or proceeding pending by or against either of
the Constituent Corporations may be prosecuted to judgment as if the Merger had
not taken place, or the Surviving Corporation may be proceeded against or
substituted in its place.
4.3 The separate corporate existence of Allied, except insofar as the same
shall continue by requirement of statute, shall terminate, and Allied shall
cease to be a corporation organized and existing under the laws of the State of
Louisiana, and the Surviving Corporation shall be a corporation organized and
existing under the laws of the State of Louisiana.
5. CONVERSION OF SHARES
5.1 Upon the Effective Date, the shares of capital stock and other securities
of the Surviving Corporation then issued and outstanding shall remain unchanged
by reason of the Merger and shall continue to be issued shares of the Surviving
Corporation.
5.2 On the Effective Date, the Allied Shareholders will surrender the Allied
Shares to
<PAGE>
Olympic for cancellation in exchange for Three Million (3,000,000) shares of the
restricted common stock of Claire, to be issued as the fully paid and
non-assessable shares of the capital stock of that corporation.
6. SURVIVING CORPORATION
6.1 The Surviving Corporation shall have its principal place of business at
62100 Poole's Bluff Road, Bogalusa, Louisiana.
6.2 The purposes of the Surviving Corporation shall be, without limitation, to
continue and carry on the Business, and to do all things permitted by and in
accordance with the articles and bylaws of the Surviving Corporation.
6.3 The authorized capital stock of the Surviving Corporation shall be Ten
Thousand (10,000) shares of common stock without par value. The rights and
restrictions of the common stock shall be as set forth in the articles and
bylaws of the Surviving Corporation.
6.4 The articles of incorporation of the Surviving Corporation shall continue
in full force as the articles of the Surviving Corporation until further
amended, altered, or repealed, or as provided by law.
6.5 The bylaws of the Surviving Corporation shall continue to be its bylaws
following the effective date of the Merger.
6.6 The directors and officers of the Surviving Corporation on the Effective
Date shall continue as the directors and officers of the Surviving Corporation
for the full unexpired term of their offices, or until their successors be
chosen or appointed according to law or the bylaws of the Surviving Corporation.
7. GENERAL PROVISIONS
7.1 TIME. Time shall be of the essence of this Agreement.
7.2 ADDITIONAL INSTRUMENTS. The parties hereto shall deliver or cause to be
delivered on the Effective Date, and at such other times and places as shall be
reasonably agreed on, such additional instruments as any party may reasonably
request for the purpose of carrying out this Agreement. The Surviving
Corporation and the Allied Shareholders will cooperate and use their best
efforts to have the present Officers, Directors, and employees of the Surviving
Corporation and of Allied cooperate on and after the Effective Date in
furnishing information and documents reasonably required by either with respect
to matters pertaining to all periods prior to the Effective Date.
<PAGE>
7.3 ASSIGNMENT. This Agreement and the rights of the Constituent Corporations
hereunder may not be assigned (except by operation of law) and shall be binding
upon and shall inure to the benefit of the parties hereto and their successors.
7.4 ENTIRE AGREEMENT. This Agreement (including any attached schedules and
Exhibits) and the documents delivered pursuant hereto constitute the entire
agreement and understanding between the parties and supersedes any prior
agreement and understanding relating to the subject matter of this Agreement.
This Agreement may be modified or amended only by a duly authorized written
instrument executed by the parties hereto.
7.5 COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts; each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument. It shall not be
necessary that any single counterpart hereof be executed by all parties hereto
as long as at least one counterpart is executed by each party.
7.6 NOTICES. Any notice or communication required or permitted hereunder shall
be sufficiently given if sent by registered or certified mail, return receipt
requested, to the following addresses:
(a) OLYMPIC:
Jan Wallace, President
7373 North Scottsdale Road
Suite B-169
Scottsdale, AZ 85253
(b) ALLIED:
Richard A. Kellar
62100 Poole's Bluff Road
Bogalusa, Louisiana 70427
7.7 This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of Louisiana,
and each of the parties hereto irrevocably attorn to the jurisdiction of the
Courts of the State of Louisiana.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
OLYMPIC REHABILITATION SERVICES, INC.: ALLIED HEALTH PARTNERS, INC.:
/s/ Jan Wallace /s/ Richard Kellar
- - ----------------------------- ----------------------------
Jan Wallace, Director Richard A. Kellar, Director
/s/ Grace Sim
- - -----------------------------
Grace Sim, Director
CERTIFICATE
The undersigned, Secretary of Olympic The undersigned, Secretary of
Rehabilitation Services, Inc. (the Olympic Rehabilitation Services,
"Surviving Corporation"), hereby Inc. (the "Surviving Corporation")
certifies that the above Agreement and hereby certifies that the above
Plan of Merger was adopted by a Agreement and Plan of Merger was
majority of the Board of Directors of unanimously adopted by a vote of
the Surviving Corporation on November all shareholders of the
20, 1997. corporation at the special meeting
of the shareholders called for
/s/ Grace Sim such purpose on November 20, 1997.
- - --------------------
Grace Sim, Secretary /s/ Grace Sim
-----------------------
Grace Sim, Secretary
<PAGE>
CERTIFICATE ACKNOWLEDGMENT
The undersigned, Secretary of Allied STATE OF LOUISIANA
Health Partners, Inc., hereby certifies
that the above Agreement and Plan of PARISH OF BOSSIER
Merger was adopted by a majority of
the Board of Directors of said On this 21st day of November,
Corporation on November 20, 1997. 1997, personally came Jan Wallace,
who being duly sworn did depose
and say that she is the President
/s/ Richard Kellar of Olympic Rehabilitation Services
- - ---------------------------- Inc., a Corporation described in
Richard A. Kellar, Secretary and which executed the foregoing
instrument as its free act and
deed, and she signs her name
hereto by order of the Board of
CERTIFICATE Directors of said Corporation.
The undersigned, Secretary of Allied /s/ Jan Wallace
Health Partners, Inc., hereby certifies -------------------------
that the above Agreement and Plan of Jan Wallace, President
Merger was adopted by a vote of all of
the shareholders of the corporation at /s/ A.L. Blondeau
the special meeting of the shareholders --------------------------
called for such purpose on November 20, NOTARY PUBLIC
1997.
/s/ Richard Kellar
- - ----------------------------
Richard A. Kellar, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF BOSSIER
On this 21st day of November, 1997, before
me, personally came Richard A. Kellar,
President of Allied Health Partners, Inc., a
Corporation described in and which
executed the foregoing instrument as its free
act and deed, and he signs his name hereto
by order of the Board of Directors of said
Corporation.
/s/ Richard Kellar
- - ----------------------------
Richard A. Kellar, President
/s/ A.L. Blondeau
NOTARY PUBLIC
<PAGE>
<PAGE>
EXHIBIT D
ACQUISITION AGREEMENT
THIS AGREEMENT, effective November 20, 1997, is made and entered into by and
among:
W. A. Lucky, III, a resident of the full age of majority of the state of
Florida;
A. L. Blondeau, Jr., a resident of the full age of majority of the state of
Louisiana; and
William H. Means, Jr., a resident of the full age of majority of the state of
Louisiana;
(hereinafter sometimes jointly called the "Orion Shareholders")
AND
Claire Technologies, Inc., a corporation organized pursuant to the laws of the
State of Nevada and having a place of business at 7373 North Scottsdale Road,
Suite B-169, Scottsdale, Arizona 85253;
(hereinafter sometimes called "Claire")
AND
Orion Preventive Medicine, Inc., a corporation organized pursuant to the laws of
the state of Louisiana and having its principal place of business at 1613 Jimmie
Davis Highway, Suite No. 1, Bossier City, Louisiana 71112;
(hereinafter sometimes called "Orion")
AND
Olympic Rehabilitation Services, Inc., a corporation organized pursuant to the
laws of the State of Louisiana and having its principal place of business at
62100 Poole's Bluff Road, Bogalusa, Louisiana 70427;
(hereinafter sometimes called "Olympic")
WHEREAS:
A. Claire is a company organized and existing under the laws of the State of
Nevada;
B. The Orion Shareholders are the owners of all of the issued and outstanding
shares of Orion, a corporation organized and existing under the laws of the
State of Louisiana; (said shares being hereinafter sometimes referred to as the
"Orion Shares");
<PAGE>
C. Claire is the owner of all of the issued and outstanding shares of Olympic
Rehabilitation Services, Inc. ("Olympic"), a corporation organized and existing
under the laws of the State of Louisiana;
D. Claire wishes to acquire Orion by way of a merger of Orion and Olympic in
which the shareholders of Orion will receive common stock in Claire in exchange
for the Orion Shares;
E. The Orion Shareholders have each agreed to accept common stock in Claire as
consideration for the acquisition of Orion by Claire, via Olympic, by way of a
merger of Orion and Olympic;
F. Claire, Olympic and Orion, acting by their respective boards of directors,
have determined that it is advisable and in the best interests of their
respective shareholders that Orion and Olympic be merged on the terms and
conditions hereinafter set forth;
G. This Agreement and the Merger Agreement have been approved by the
respective Boards of Directors and shareholders of Olympic and Orion in the
manner provided by applicable law;
H. The parties intend that the stock portion of this transaction qualify as a
tax-free reorganization for the shareholders of Orion under the tax laws of the
United State of America, and specifically that it qualify as a statutory merger
within the meaning of Internal Revenue Code Section 368 (a)(1)(A), or a forward
triangular merger within the meaning of Internal Revenue Code Sections 368
(a)(2)(D) and 368 (a)(1)(A); and
I. In order to record the terms and conditions of the agreement among them the
parties wish to enter into this agreement.
NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the foregoing,
and the mutual covenants and agreements contained herein, the parties hereto
agree, each with the other, as follows:
1. INTERPRETATION
1.1 Where used herein or in any amendments or Exhibits hereto, the following
terms shall have the following meanings:
(a) "Closing Date" means November 21, 1997.
(b) "Merger" means the statutory merger of Orion and Olympic on the terms
and conditions of the Merger Agreement;
(c) "Merger Agreement" means the Agreement and Plan of Merger, in the form
attached hereto as Exhibit "A", to be entered into between Orion and
Olympic
<PAGE>
pursuant to the terms and conditions hereof;
(d) "Claire Shares" means those fully paid and non-assessable common
shares of Claire to be issued to the Orion Shareholders by Claire
pursuant to this Agreement;
(e) "Louisiana Act" means the Louisiana Business Corporation Law.
1.2 All dollar amounts referred to in this agreement are in United States
funds, unless expressly stated otherwise.
1.3 This Agreement shall be interpreted to give effect to the intention of the
parties that this transaction qualify as a tax-free reorganization pursuant to
Internal Revenue Code Sections 368(a)(1)(A) and 368 (a)(2)(D), and the
regulations promulgated thereunder.
2. AGREEMENT TO MERGE
2.1 Olympic and Orion and their respective Shareholders hereby agree that Orion
will be merged into Olympic, with Olympic as the surviving corporation, on the
terms and conditions set forth in this Agreement and the Merger Agreement to be
executed by Orion and Olympic pursuant to Section 3 hereof.
2.2 The Orion Shares owned by the Orion Shareholders will be exchanged on the
Closing Date for Seven Million Five Hundred Thousand (7,500,000) restricted
common shares of Claire (the "Claire Shares"), to be issued as fully paid and
nonassessable shares.
3. PLAN OF MERGER
3.1 The Merger will be effected by a statutory merger between Orion and Olympic
to be completed on the following basis, with the intention that the transaction
qualify as a tax-free reorganization pursuant to Internal Revenue Code Sections
368(a)(1)(A) and 368 (a)(2)(D):
(a) Olympic and Orion will enter into the Merger Agreement on the Closing
Date and a Certificate of Merger documenting the merger, prepared
pursuant to the provisions of Section 112 F (1) of the Louisiana Act,
will be filed on that same date with the Secretary of State of the
state of Louisiana;
(b) Following the execution of the Merger Agreement, all parties hereto
will do all things required to complete the Merger on the terms and
conditions of the Merger Agreement;
<PAGE>
(c) The Effective Date of the Merger will be the Closing Date.
(d) The Merger will be completed on the Closing Date by the surrender of
the Orion Shares to Claire by the Orion Shareholders in exchange for
the consideration set forth in Section 2.2 of this Agreement.
4. WARRANTIES OF ORION SHAREHOLDERS:
4.1 The following warranties and representations shall only protect Claire
against matters actually known to an Orion Shareholder and not disclosed to
Claire, and any material breach of those warranties and representations. After
February 1, 1998, Claire expressly waives any right or cause of action that it
might have against any Orion Shareholders which is related to, or arises out of,
any such material breach.
4.2 As a material inducement to Claire to execute this Agreement and to perform
or cause the same to be performed, each of the Orion Shareholders represents and
warrants to Claire that, to his current knowledge:
(a) There are no investigations, actions, suits, charges, complaints, or
other proceedings of any character pending, threatened, or otherwise
asserted against or involving Orion, at law or in equity, or before or
by any federal, state, or other governmental division, agency, or
instrumentality, domestic or foreign; and no circumstances are known
to exist which would give rise to any such action, suit or
proceedings. Furthermore, Orion is not in default with respect to any
order or decree of any such governmental agency or instrumentality,
and Orion is not a party to any judgments, orders, or decrees which
have a material adverse effect on its operations.
(b) He does not have any information indicating that any hospital with
which Orion has a current therapy contract intends to request the
termination of, or bring any action to terminate, such contract.
(c) Orion has no material debts, obligations, or liabilities (whether
accrued, absolute, contingent, or otherwise) of any nature other than
those obligations and liabilities arising out of its therapy services
agreements with various hospitals.
(d) The business of Orion has been and is being conducted in all material
respects in accordance with all applicable laws, rules, and
regulations of all regulatory authorities.
<PAGE>
(e) Orion is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Louisiana. Orion has no
subsidiaries. The entire authorized capital stock of Orion consists of
the following:
Ten Thousand shares of no par common stock of which Ten Thousand
shares (in the amounts set forth on Exhibit "B" hereto) are presently
validly issued and outstanding.
All such outstanding shares have been issued validly and are fully
paid and non-assessable. There are no stock options or stock purchase
agreements outstanding. Orion Shareholders have furnished to Claire
for its examination (i) copies of the articles of incorporation and
bylaws of Orion, (ii) the minute books of Orion containing all records
required to be set forth of all proceedings, consents, actions and
meetings of the shareholders and boards of directors of Orion, and
(iii) the stock transfer books of Orion setting forth all transfers of
any capital stock. Orion Shareholders hereby expressly waive any
rights which they, or any of them, may have to purchase any of the
Orion Shares including, without limitation, any preemptive rights, or
options or rights of first refusal, which may be provided in the
Articles of Incorporation or Bylaws of Orion, or in any shareholder or
other agreement.
(f) Orion is not a party to any written or oral collective bargaining
agreement or other contract with any labor union, and Orion has no
employment contracts, pension or profit sharing or bonus plans for
employees, or independent contractor agreements, which cannot be
terminated by Orion on not more than sixty-one (61) days notice.
Orion has performed all obligations required to be performed by it to
date and is not in default in any material respect under any of the
contracts, agreements, leases, or other documents to which it is a
party. All parties with whom Orion has contractual arrangements are
in compliance therewith in all material respects and not in default
thereunder.
(g) The execution, delivery, and performance of this Agreement by him does
not violate any unwaived stock restrictions, charter provisions, laws,
loans, contracts, or regulations of any nature whatsoever and no
approval is required for such execution, delivery and performance.
(h) Orion is not obligated or indebted to him, except for any current
salaries and monthly expenses.
(i) Orion has no leases, contracts, agreements, or commitments other than
those previously furnished to Claire or Olympic.
<PAGE>
(j) No representation or warranty herein by a Orion Shareholder contains
or will contain any untrue statement of a material fact.
(k) The books and records of Orion fairly and correctly set out and
disclose in all material respects, in accordance with generally
accepted accounting principles, the financial position of Orion as of
the date thereof, and all material financial transactions of Orion
relating to its business have been accurately recorded in such books
and records.
(l) Orion will carry on its business in the ordinary and normal course
after the date hereof and up to the date of Closing.
(m) Orion has not guaranteed, or agreed to guarantee, any debt, liability
or other obligation of any person or entity.
(n) Orion and the Orion Shareholders are not aware of any contingent tax
liabilities or any grounds which will prompt reassessment of income
tax payable.
(o) All tax returns and reports of Orion required by law to be filed prior
to the date of this Agreement have been filed and are true, correct
and complete. All taxes and other government charges have been paid
or accrued.
(p) The shares in the names of the Orion Shareholders are validly issued
and outstanding as fully paid and non-assessable shares in the capital
of Orion and are free and clear of all liens, charges and
encumbrances.
(q) Orion and the Orion Shareholders have provided to Claire complete and
true copies of all therapy service contracts entered into for the
conduct of Orion's business (the "Therapy Service Contracts"). Orion
is not in material default or breach of any of the Therapy Service
Contracts and there exists no state of facts which, after notice or
lapse of time or both, would constitute such a default or breach.
Each Therapy Service Contract is in full force and effect and in good
standing and is enforceable in accordance with its terms. The Therapy
Service Contracts are not subject to any other terms or conditions
except as disclosed in writing to Claire.
5. WARRANTIES OF CLAIRE:
5.1 The following warranties and representations shall only protect Orion and
the
<PAGE>
Orion Shareholders against matters actually known to Claire and not disclosed to
Orion and the Orion Shareholders, and any material breach of those warranties
and representations. After February 1, 1998, Orion expressly waives any right
or cause of action that it might have against Claire which is related to, or
arises out of, any such material breach.
5.2 As a material inducement to the Orion Shareholders to execute this
Agreement and to perform or cause the same to be performed, Claire represents
and warrants to the Orion Shareholders that:
(a) Claire is a publicly traded corporation duly organized, existing and
in good standing under the laws of the State of Nevada and has
corporate power to own and operate its properties and to carry on its
business. Claire has one hundred million shares of authorized common
stock and no other types or classes of stock are authorized or issued.
No more than 5,319,200 shares of such stock will be issued and
outstanding immediately prior to the Closing. There are no current or
pending restrictions on the public trading of the Claire stock and
there are no outstanding options, warrants or other agreements or
obligations, of any sort whatsoever, with respect to that stock.
Claire is currently in good standing and in compliance with all SEC
and/or other Federal and state regulatory authorities and, further,
with all applicable exchange, market and/or trading regulations
governing all public markets in which its stock is currently traded.
Claire will remain in such compliance through and after the Closing.
(b) There is no provision in the Articles of Incorporation or By-Laws of
Claire, or in any indenture, contract, or agreement to which Claire is
a party or by which Claire is bound, that: (i) prohibits the
execution and delivery by Claire of this Agreement, or the Claire
Shares, the Merger Agreement, or the other instruments to be executed
by Claire pursuant hereto; or (ii) the performance by Claire of any
of the terms or conditions of this Agreement, the Merger Agreement
or such other instruments.
(c) The execution, effectuation and delivery of this Agreement, the Merger
Agreement, and the other instruments referenced above have been duly
authorized by all necessary corporate action on the part of Claire and
Olympic.
(d) All statements contained in the U.S. Securities and Exchange
Commission Form 10-KSB filed for Claire for the fiscal year ended on
December 31, 1996; and in the SEC Forms 10-QSB filed for the quarterly
periods ending March 31, 1997 and June 30, 1997; respectively, are
true and correct.
(e) Olympic is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Louisiana; Olympic has no
subsidiaries; the entire authorized capital stock of Olympic consists
of ten thousand issued shares of no par common stock; and there are no
stock options or stock purchase agreements outstanding with respect to
the stock of Olympic.
<PAGE>
(f) There are no investigations, actions, suits, charges, complaints, or
other proceedings of any character pending, threatened, or otherwise
asserted against or involving Claire, at law or in equity, or before
or by any federal, state, or other governmental division, agency, or
instrumentality, domestic or foreign; and no circumstances are known
to exist which would give rise to any action, suit or proceedings.
Furthermore, Claire is not in default with respect to any order or
decree of any such governmental agency or instrumentality, and Claire
is not a party to any judgments, orders, or decrees which have a
material adverse effect on its operations.
5.3 Claire hereby represents, warrants, and agrees that the Orion Shares are
being acquired for Claire's own account for investment, with no view to the
public distribution or resale thereof, and that Claire will not offer or sell
any such securities in violation of the provisions of the Securities Act of 1933
or the Louisiana Blue Sky Law (Louisiana R.S. 51:701 et seq.), as now in effect
or any legislation substituted therefore, and the rules and regulations
thereunder.
5.4 Claire further represents and warrants, without which Orion Shareholders
would not sell:
(a) That Claire has had full and unfettered access to all Orion records
and information, financial and otherwise;
(b) That Claire has examined the current Therapy Service Contracts of
Orion and is fully aware of all of the terms and conditions of the
same; and
(c) That Claire is fully aware that any material changes in Medicare
and/or Medicaid statutes, laws, rules and regulations relating to the
programs or providers for which Orion provides therapy services may
affect the future profitability of Orion.
6. COVENANTS OF CLAIRE:
6.1 Claire covenants with the Orion Shareholders and Orion that at all times
prior to and including the Closing Date each representation and warranty of
Claire set forth herein shall be true and correct in all material respects and
shall survive closing.
6.2 Claire covenants and agrees with the Orion Shareholders that Claire:
<PAGE>
(a) will duly and punctually perform all things on its part to be done or
performed under this Agreement and the Merger Agreement;
(b) will at all reasonable times permit the Orion Shareholders to inspect
its books and records and to inspect its properties and operations;
(c) will maintain its corporate existence in good standing and comply
with all applicable laws and regulations of the United States, or of any state
or states thereof, or of any political subdivision thereof, and of any
governmental authority;
(d) will not modify its Articles of Incorporation to increase its
authorized capital stock;
(e) will not (prior to the Closing) issue any of its authorized stock, nor
grant any options, warrants, or other agreements creating, or agreeing to
create, any current or future ownership and/or security interest in any of
such authorized stock; except that Claire may issue those 10,500,000 additional
shares required to effectuate the merger transaction contemplated in this
Agreement and, further, to effectuate the merger transactions provided for in
that certain "Acquisition Agreement", dated November 20, 1997, by and among
Claire, Olympic, Richard A. Kellar and Allied Health Partners, Inc.; and
(f) will furnish the Orion Shareholders (concurrently with the filing
and/or production of the same) with copies of all SEC filings and reports; all
monthly or quarterly financial reports or statements generated by Claire in the
ordinary course of business; and any other reports, financial or otherwise,
delivered to any financial institution or other third party by Claire.
7. COVENANTS OF ORION SHAREHOLDERS:
The Orion Shareholders severally covenant with Claire that at all times
from the date of this Agreement, to and including the Closing Date, that each
representation and warranty of the Orion Shareholders set forth herein shall be
true and correct in all material respects and shall survive Closing for the
period specified in Section 4.1 hereof and that they will exert their good
faith efforts to insure that:
7.1 Until the Closing, Orion will conduct its business in the ordinary course
and will not dispose of or encumber in any manner, or permit to be disposed of
or be additionally encumbered by any act on the part of Orion, any of the assets
presently owned by Orion, except in the normal course of its business.
<PAGE>
7.2 Orion will keep all of its insurable property and assets insured in
accordance with present practices and will maintain, preserve, and keep all
equipment, machinery, and other personal property in present condition and
state of repair, reasonable wear and damage by fire or other casualty excepted.
7.3 Orion will not modify its Articles of Incorporation or change its
authorized or issued capital stock.
7.4 After the execution of this Agreement, Orion will not grant an option or
commitment relating to the authorized or issued capital stock of Orion, and no
such capital stock will be issued. No dividend or other distribution or payment
will be made with respect to the capital stock of Orion.
7.5 Except for normal annual and periodic raises in the ordinary course of
business, Orion shall not increase the compensation payable to or to become
payable by Orion to any of its officers, consultants, or employees; and no
increase in any present bonus shall be made without prior approval of Claire.
7.6 Orion shall not borrow any money.
7.7 Orion shall not enter into any long term lease or commitments without the
approval of Claire.
7.8 Orion will use its best efforts to preserve its business organization
intact and to keep the services of its present employees and consultants.
8. CLOSING:
8.1 The transfer and/or delivery of the consideration for the Merger (the
"Closing"), shall take place at the offices of Orion, in Bossier City,
Louisiana, at 10:00 a.m., on November 21, 1997, or at such other location as
to which all parties may subsequently agree.
8.2 At the Closing, the Orion Shareholders shall deliver to Claire a
certificate of good standing of Orion from the Louisiana Secretary of State.
8.3 At the Closing, Orion Shareholders shall execute a current certificate
acknowledging that their representations and warranties contained herein are
true and correct as of the Closing.
8.4 At the Closing, the Orion Shareholders and Orion shall deliver the
following items to Claire:
<PAGE>
(a) The written opinion of Orion's attorney that :
(i) Orion has been duly incorporated, organized and is validly
existing under the laws of the State of Louisiana, it has the corporate power to
own or lease its properties and to carry on its business that is now being
conducted by it and is in good standing with respect to any required filings
with the appropriate governmental authorities;
(ii) this Agreement has been duly and validly executed by Orion;
(iii)the issued and authorized capital of Orion is as set out in this
Agreement and all of the issued and outstanding shares have been validly
issued as fully paid and non-assessable;
(iv) all necessary approvals and all necessary steps and corporate
proceedings have been obtained or taken to permit the effectuation of the
Merger; and, without limiting the generality of the foregoing, that all
corporate proceedings of Orion, its shareholders and directors and all other
matters which, in the reasonable opinion of counsel for Claire, are material
in connection with the merger transaction contemplated by this Agreement, have
been taken or are otherwise favorable to the completion of such transaction;
(v) there is no provision in any indenture, contract, or agreement
known to such counsel to which Orion is a party or by which Orion is bound that
prohibits or restricts the execution and delivery by Orion of this Agreement and
the Merger Agreement, or the performance or observance by Orion of the terms and
conditions of the same; and
(vi) there is no provision in any applicable Federal or State law or
regulation, including, without limitation, any rule or regulation of the U.S.
Securities and Exchange Commission and/or any applicable "Blue Sky" or other
laws or regulations of the State of Louisiana, which prohibits or restricts
the execution and delivery by Orion of, or the performance or observance
by Orion of the terms and conditions of, this Agreement or the Merger
Agreement; and
(b) A certificate of an officer of Orion that the representations and
warranties in this
<PAGE>
Agreement are true and correct as of the Closing;
(c) Certified copies of the meeting of the directors of Orion approving
this Agreement;
(d) The resignations in writing of all directors of Orion and officers;
and
(e) The Merger Agreement and the Certificate of Merger, duly executed.
8.5 At the Closing, Claire shall transfer and deliver the Claire Shares, as
provided in Section 2.2 hereof, to the Orion Shareholders.
8.6 At the Closing, Claire shall deliver to the Orion Shareholders a favorable
opinion of Claire's attorney or attorneys, to the effect that:
(a) Claire and Olympic are corporations duly organized, existing and in
good standing under the laws of the States of Nevada and Louisiana,
respectively, and that each such corporation has the corporate power to own and
operate its properties and to carry on its business;
(b) This Agreement and the Merger Agreement have been duly authorized on
the part of Claire and Olympic by all necessary corporate and other action; have
been duly executed and delivered by those corporations; and are the legal,
valid, and binding obligations of said corporations, enforceable in accordance
with their respective terms, except as limited by laws generally affecting the
enforcement of creditors' rights, and
(c) There is no provision in any indenture, contract, or agreement known
to such counsel to which Claire or Olympic is a party, or by which Claire or
Olympic is bound, that prohibits or restricts the execution and delivery by
Claire or Olympic of, or the performance or observance by Claire or Olympic of
the terms and conditions of, this Agreement or the Merger Agreement.
(d) There is no provision in any applicable Federal or State law or
regulation, including, without limitation, any rule or regulation of the U.S.
Securities and Exchange Commission and/or any applicable "Blue Sky" or other
laws or regulations of the States of Nevada or Louisiana, respectively, which
prohibits or restricts the execution and delivery by Claire or Olympic of, or
the performance or observance by Claire or Olympic of the terms and conditions
of, this Agreement or the Merger Agreement.
<PAGE>
8.7 At the Closing, Claire and Olympic shall each execute a current certificate
acknowledging that their representations and warranties contained herein are
true and correct as of the Closing and that such survive Closing.
8.8 At the Closing, Claire shall deliver to the Orion Shareholders the Merger
Agreement and the Certificate of Merger, duly executed by all necessary parties.
9. BROKERAGE:
The Orion Shareholders and Claire each represent and warrant to each other
that they have had no dealings and negotiations with respect to this transaction
with any other person, firm or corporation except for officers and employees of
Claire and Orion. Claire agrees to hold the Orion Shareholders harmless for
brokerage in this transaction by reason of Claire's breach of such warranty,
and Orion agrees to indemnify and hold Claire harmless from any claim, demand,
or judgment made or rendered against Claire for brokerage in this transaction by
reason of the breach of such warranty by the Orion Shareholders.
10. POST-CLOSING OPERATIONS OF OLYMPIC:
10.1 It is understood and agreed that Claire is acquiring the current business
operations of Orion as a going concern and that all parties hereto contemplate
and agree that Olympic, the surviving corporation, shall be maintained as a
separate and independent entity after Closing and, further, that the existing
therapy service, employees and consultants of Orion, and Orion's current
business practices and procedures (including those relating to reimbursement of
auto and other business expenses) shall be retained by Olympic to the extent
reasonably possible.
10.2 Claire further agrees, for a period of not less than two (2) years after
the Closing, to maintain the headquarters of Olympic at 1613 Jimmie Davis
Highway, Suite No. 1, Bossier City, Louisiana, or at such other location as
may be acceptable to the Orion Shareholders.
11. CONDITIONS PRECEDENT TO CLOSING:
11.1 Each party's obligation to close the transaction contemplated herein is
conditioned upon the following:
(a) that all representations and warranties herein made by the other party
are true and correct as of the date of the Closing;
<PAGE>
(b) that all obligations of the other party have been completed and/or
fulfilled as of the date of the Closing; and
(c) that all required consents from all hospitals and all governmental
and administrative authorities shall have been obtained such that the change
in ownership of Orion shall not result in the cancellation, termination, or
reduction of any right under any therapy service contract, license or permit
held by Orion for the conduct of its business.
12. MISCELLANEOUS:
12.1 This Agreement shall be binding on the heirs, representatives, successors,
and assigns of the parties and the terms, covenants, warranties and
representations hereof shall survive the Closing for the period set forth in
Sections 4.1 and 5.1 hereof. This Agreement constitutes the entire agreement
of the parties and any amendment or modification of the same must be in writing
and signed all parties and intervenors hereto.
12.2 Any notice or other communication provided for herein or given hereunder to
a party or intervenor hereto shall be in writing and shall be delivered in
person to such party or intervenor or, in the case of a corporation, to the
President or a Vice President thereof, or mailed by registered or certified
mail, postage prepaid, addressed as follows:
If to the Orion Shareholders: If to Claire:
W.A. Lucky, III Claire Techologies, Inc.
1613 Jimmie Davis Highway, Suite No. 1 Attn.: Jan Wallace
Bossier City, LA 71112 Scottsdale Centre
7373 North Scottsdale Road
Suite B-169
Scottsdale, Arizona 85253
If to Olympic: If to Orion:
Olympic Rehabilitation Services, Inc. W.A. Lucky, III
Attn.: Jan Wallace 1613 Jimmie Davis Highway,
Scottsdale Centre Suite No. 1
7373 North Scottsdale Road Bossier City, LA 71112
Suite B-169
Scottsdale, Arizona 85253
<PAGE>
or to such other address with respect to a party as such party shall
hereafter notify the others in writing as above provided.
12.3 The parties hereto agree that an announcement of this Agreement, through
joint press releases and/or other appropriate and customary means, will be made
to the public after the execution of this agreement. Any such announcement will
be made jointly by Claire and Orion and the language and contents of the same
shall be subject to the prior approval of both of those parties.
12.4 This Agreement is being delivered and is intended to be performed in the
State of Louisiana and shall be construed and enforced in accordance with the
laws of such state. The Merger Agreement and any other documents related to
this Agreement shall also be construed and enforced in accordance with the
laws of the state of Louisiana.
12.5 This Agreement may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which,
together, shall constitute one and the same instrument. It shall not be
necessary that any single counterpart hereof be executed by all parties
hereto as long as at least one counterpart is executed by each party.
12.6 This Agreement supercedes, in their entirety, any and all previous
agreements of the parties with respect to the acquisition of Orion by Claire
(with the exception of those relating to the confidentiality of any information
furnished to Claire concerning the affairs of Orion).
13. REGISTRATION OF CLAIRE SHARES:
After the Closing Date, the Orion Shareholders, or any of them, shall have
the right to request the registration of the Claire Shares received by any such
shareholder pursuant to the Merger. Claire hereby agrees to then promptly
register, all or any portion of the Claire Shares received by such shareholders
pursuant to the Merger for sale to the public pursuant to the provisions of the
applicable rules and regulations of the U.S. Securities and Exchange Commission.
Upon receipt of such a request, Claire will promptly undertake the registration
of such shares. The Orion Shareholders unders tand that the registration of the
subject shares may be subject to certain terms and conditions imposed on Claire
by its underwriters and agree to abide by any reasonable terms and conditions so
imposed.
14. RESERVATION:
The parties reserve the right to demand specific performance of the terms
of this Agreement.
<PAGE>
15. CONSTRUCTION:
Each of the parties hereto has agreed to the use of the particular
language of theprovisions of this Agreement and the exhibits. Accordingly,
it is agreed and understood that any questions of doubtful interpretation with
respect to any such provisions shall not be resolved solely by any rule of
interpretation against the draftsman, but rather in accordance with the fair
meaning of those provisions.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed, on the dates indicated below, effective November 20, 1997, in the
presence of the undersigned witnesses.
WITNESSES: CLAIRE TECHNOLOGIES, INC.:
/s/ Grace Sim
/s/ William A. Lucky III By: /s/ Jan Wallace
Jan Wallace, President
_______________, 1997
WITNESSES: ORION SHAREHOLDERS:
/s/Grace Sim /s/ William A. Lucky III
William A. Lucky, III, Orion Shareholder
November 20, 1997
/s/ A.L. Blondeau
WITNESSES:
/s/ Grace Sim /s/ A.L. Blondeau
A. L. Blondeau, Jr., Orion Shareholder
November 20, 1997
/s/ William A. Lucky III
WITNESSES:
/s/ Grace Sim By: /s/ William H. Means
William H. Means, Jr., Orion Shareholder
November 20, 1997
/s/ William A. Lucky III
WITNESSES: OLYMPIC REHABILITATION SERVICES, INC.:
/s/ Grace Sim By: /s/ Jan Wallace
Jan Wallace, President
November 20, 1997
/s/ William A. Lucky III
WITNESSES: ORION PREVENTIVE MEDICINE, INC.:
/s/ Grace Sim By: /s/ Vickie T. Lucky
Vickie T. Lucky, President
November 20, 1997
/s/ William A. Lucky III
<PAGE>
ACQUISITION AGREEMENT
TABLE OF CONTENTS
1. INTERPRETATION PAGE 2
2. AGREEMENT TO MERGE PAGE 3
3. PLAN OF MERGER PAGE 3
4. WARRANTIES OF ORION SHAREHOLDERS PAGE 4
5. WARRANTIES OF CLAIRE PAGE 6
6. COVENANTS OF CLAIRE PAGE 8
7. COVENANTS OF ORION SHAREHOLDERS PAGE 9
8. CLOSING PAGE 10
9. BROKERAGE PAGE 12
10. POST-CLOSING OPERATIONS OF OLMYPIC PAGE 13
11. CONDITIONS PRECEDENT TO CLOSING PAGE 13
12. MISCELLANEOUS PAGE 13
13. REGISTRATION OF CLAIRE SHARES PAGE 15
14. RESERVATION PAGE 15
15. CONSTRUCTION PAGE 15
<PAGE>
ACQUISITION AGREEMENT
SUMMARY OF EXHIBITS
EXHIBIT "A": AGREEMENT AND PLAN OF MERGER
EXHIBIT "B": ORION STOCK ISSUED AS OF SEPTEMBER 30, 1997
<PAGE>
EXHIBIT E
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made and entered into, on this 21st day
of November , 1997, by and between:
OLYMPIC REHABILITATION SERVICES, INC. ("OLYMPIC"), a corporation
organized pursuant to the laws of the state of Louisiana and having
its principal place of business at 62100 Poole's Bluff Road,
Bogalusa, Louisiana, represented herein by all of its Directors;
AND
ORION PREVENTIVE MEDICINE, INC. ("ORION"), a corporation organized
pursuant to the laws of the state of Louisana and having its principal
place of business at 1613 Jimmie Davis Highway, Suite No. 1, Bossier
City Louisiana, represented herein by all of its Directors.
WHEREAS:
A. Olympic is a corporation duly organized and existing under the laws of the
State of Louisiana, with its principal office located at 62100 Poole's Bluff
Road, Bogalusa, Louisiana;
B. Orion is a corporation duly organized and existing under the laws of the
State of Louisiana, with its principal office located at 1613 Jimmie Davis
Highway, Bossier City, Louisiana;
C. Claire Technologies, Inc. ("Claire") is the owner of all of the issued and
outstanding shares of Olympic;
D. Olympic and Orion, acting by their respective boards of directors, have
determined that it is advisable and in the best interests of their shareholders
that Olympic and Orion be merged on the terms and conditions set forth herein;
E. The boards of directors of each of Olympic and Orion have, in each case by
the unanimous affirmative vote of the full board of directors, authorized and
approved this Agreement, and the Merger provided for herein, and the said Merger
is authorized under the laws of the State of Louisiana;
F. It is the intent of Olympic and Orion that this merger qualify as a tax-
free reorganization for the Orion Shareholders under the tax laws of the United
States of America and, specifically,
<PAGE>
that it qualify as a statutory merger within the meaning of Internal Revenue
Code Section 368 (a)(1)(A) and/or a forward triangular merger within the meaning
of Internal Revenue Code Sections 368(a)(2)(D) and 368(a)(1)(A); and
G. The parties wish to record and document the terms and conditions of their
agreement;
NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants herein, and subject to the terms and conditions hereinafter set forth,
the parties hereto agree as follows:
1. INTERPRETATION
1.1 Where used herein or in any amendments or schedules or exhibits hereto, the
following terms shall have the following meanings:
(a) "Acquisition Agreement" means the acquisition agreement previously
executed by the Orion Shareholders, Orion, Olympic and Claire,
effective November 20, 1997;
(b) "Business" means the business in which Olympic is engaged; namely, the
management and/or provision of therapy services;
(c) "Closing Date" means the date on which this Agreement is executed by
all parties;
(d) "Constituent Corporations" means Olympic and Orion;
(e) "Effective Date" means the effective date of the Merger, as set forth
in Section 3.3 hereof;
(f) "Orion Shares" means all of the issued and outstanding shares of
Orion;
(g) "Orion Shareholders" means all of the shareholders of Orion as of the
Closing Date;
(h) "Merger" means the merger of Olympic and Orion, as contemplated by
Section 2.1 of this Agreement;
(i) "Surviving Corporation" means Olympic as of and subsequent to the
Effective Date of the Merger;
(j) "Claire" means Claire Technologies Inc., a corporation duly organized
under the laws of the State of Nevada;
<PAGE>
(k) "Claire Shares" means those fully paid and non-assessable common
shares of Claire to be delivered to the Orion Shareholders by Claire
at the closing pursuant to this Agreement; and
(l) "Louisiana Act" means the Louisiana Business Corporation Law.
1.2 This Agreement shall be interpreted and construed to give effect to the
intention of the parties that this transaction qualify as a tax-free
reorganization and merger pursuant to Internal Revenue Code Sections 368
(a)(1)(A) and 368 (a)(2)(D), and the regulations promulgated thereunder.
2. PLAN OF MERGER
2.1 On the Effective Date, Orion will be merged into Olympic in the manner and
with the effect provided by the laws of the State of Louisiana.
2.2 Upon completion of the Merger, the separate existence of Orion will cease;
Olympic and Orion will become a single corporation which shall survive such
Merger; and Olympic (as the Surviving Corporation) will continue to exist by
virtue of, and pursuant to, the laws of the State of Louisiana.
3. SHAREHOLDER APPROVAL AND FILING AND RECORDATION
3.1 This Agreement is effective only if approved by the shareholders of both
Olympic and Orion. If the shareholders for each corporation approve this
Agreement by the vote required by Section 112C of the Louisiana Act, the fact of
such approval shall be certified hereon (and on a Certificate of Merger
documenting the Merger, prepared in accordance with the provisions of Section
112 F (1) of the Louisiana Act) by the secretary or assistant secretary of each
Constituent Corporation, and this Agreement and the Certificate of Merger so
approved and certified shall be signed and acknowledged by the president of each
Constituent Corporation on the Closing Date.
3.2 The said Certificate of Merger, when and if so approved, certified, signed,
and acknowledged, shall be delivered to the Secretary of State of Louisiana
(within five (5) business days of the Closing Date) for filing and recording,
and a certified copy of the Certificate of Merger thereafter issued by the
Secretary of State shall be filed for record in the Office of the Recorder of
Mortgages in each Parish in this State in which either of the Constituent
Corporations has its registered office, and shall also be recorded in the
Conveyance Records of each Parish in this State in which either of the
Constituent Corporations has immovable property; the title to the same to be
transferred to the Surviving Corporation.
3.3 As provided in Section 114 of the Louisiana Act, the Merger shall be
effective as of the Closing Date (the "Effective Date").
<PAGE>
4. EFFECT OF MERGER
4.1 On the Effective Date, the Surviving Corporation shall
(a) possess all the powers, rights, privileges, goodwill, immunities and
franchises, of a public as well as of a private nature, of each of the
Constituent Corporations;
(b) possess all property and assets, of whatsoever kind or description,
including, without limitation, any and all contractual rights, and all
debts due on whatever account, and every other interest due or
belonging to each of the Constituent Corporations; all of which assets
shall be taken and deemed to be transferred to and vest in the
Surviving Corporation without further act; and
(c) be responsible and liable for all debts, liabilities and obligations
of each of the Constituent Corporations, and all rights of creditors
and all liens upon the property of the Constituent Corporations shall
not be impaired by the Merger, and all debts, obligations, liabilities
and duties of the Constituent Corporations shall attach to the
Surviving Corporation and may be enforced against it to the same
extent as if said debts, liabilities and duties had been incurred or
contracted by it.
4.2 Any existing claim or action or proceeding pending by or against either of
the Constituent Corporations may be prosecuted to judgment as if the Merger had
not taken place, or the Surviving Corporation may be proceeded against or
substituted in its place.
4.3 The separate corporate existence of Orion, except insofar as the same shall
continue by requirement of statute, shall terminate, and Orion shall cease to be
a corporation organized and existing under the laws of the State of Louisiana,
and the Surviving Corporation shall be a corporation organized and existing
under the laws of the State of Louisiana.
5. CONVERSION OF SHARES
5.1 Upon the Effective Date, the shares of capital stock and other securities
of the Surviving Corporation then issued and outstanding shall remain unchanged
by reason of the Merger and shall continue to be issued shares of the Surviving
Corporation.
5.2 On the Effective Date, the Orion Shareholders will surrender the Orion
Shares to Olympic for cancellation in exchange for Seven Million Five Hundred
Thousand (7,500,000) shares of the restricted common stock of Claire, to be
issued as the fully paid and non-assessable shares of the capital stock of that
corporation.
<PAGE>
6. SURVIVING CORPORATION
6.1 The Surviving Corporation shall have its principal place of business at
1613 Jimmie Davis Highway, Bossier City, Louisiana.
6.2 The purposes of the Surviving Corporation shall be, without limitation, to
continue and carry on the Business, and to do all things permitted by and in
accordance with the articles and bylaws of the Surviving Corporation.
6.3 The authorized capital stock of the Surviving Corporation shall be Ten
Thousand (10,000) shares of common stock without par value. The rights and
restrictions of the common stock shall be as set forth in the articles and
bylaws of the Surviving Corporation.
6.4 The articles of incorporation of the Surviving Corporation shall continue
in full force as the articles of the Surviving Corporation until further
amended, altered, or repealed, or as provided by law.
6.5 The bylaws of the Surviving Corporation shall continue to be its bylaws
following the effective date of the Merger.
6.6 The directors and officers of the Surviving Corporation on the Effective
Date shall continue as the directors and officers of the Surviving Corporation
for the full unexpired term of their offices, or until their successors be
chosen or appointed according to law or the bylaws of the Surviving Corporation.
7. GENERAL PROVISIONS
7.1 TIME. Time shall be of the essence of this Agreement.
7.2 ADDITIONAL INSTRUMENTS. The parties hereto shall deliver or cause to be
delivered on the Effective Date, and at such other times and places as shall
be reasonably agreed on, such additional instruments as any party may reasonably
request for the purpose of carrying out this Agreement. The Surviving
Corporation and the Orion Shareholders will cooperate and use their best efforts
to have the present Officers, Directors, and employees of the Surviving
Corporation and of Orion cooperate on and after the Effective Date in furnishing
information and documents reasonably required by either with respect to matters
pertaining to all periods prior to the Effective Date.
7.3 ASSIGNMENT. This Agreement and the rights of the Constituent Corporations
hereunder may not be assigned (except by operation of law) and shall be binding
upon and shall inure to the benefit of the parties hereto and their successors.
<PAGE>
7.4 ENTIRE AGREEMENT. This Agreement (including any attached schedules and
Exhibits) and the documents delivered pursuant hereto constitute the entire
agreement and understanding between the parties and supersedes any prior
agreement and understanding relating to the subject matter of this Agreement.
This Agreement may be modified or amended only by a duly authorized written
instrument executed by the parties hereto.
7.5 COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts; each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument. It shall not be
necessary that any single counterpart hereof be executed by all parties hereto
as long as at least one counterpart is executed by each party.
7.6 NOTICES. Any notice or communication required or permitted hereunder shall
be sufficiently given if sent by registered or certified mail, return receipt
requested, to the following addresses:
(a) Olympic:
Jan Wallace, President
7373 North Scottsdale Road
Suite B-169
Scottsdale, AZ 85253
(b) Orion:
Vickie T. Lucky, President
1613 Jimmie Davis Highway
Bossier City, Louisiana 71112
7.7 This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of Louisiana,
and each of the parties hereto irrevocably attorn to the jurisdiction of the
Courts of the State of Louisiana.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
OLYMPIC REHABILITATION SERVICES, INC.: ORION PREVENTIVE MEDICINE,
INC.:
/s/ Jan Wallace /s/ William A. Lucky
- - --------------------------- ----------------------------
Jan Wallace, Director William A. Lucky, Director
/s/ Grace Sim /s/ Vickie Lucky
- - --------------------------- ----------------------------
Grace Sim, Director Vickie T. Lucky, Director
/s/ William H. Means
----------------------------
William H. Means, Jr., Director
CERTIFICATE CERTIFICATE
The undersigned, Secretary of Olympic The undersigned, Secretary of
Rehabilitation Services, Inc. (the Orion Preventive Medicine, Inc.,
"Surviving Corporation"), hereby certifies hereby certifies that the above
that the above Agreement and Plan of Merger Agreement and Plan of Merger was
was adopted by a majority of the Board of adopted by a majority of the Board
Directors of the Surviving Corporation on of Directors of said Corporation
November 20, 1997. on November 20, 1997.
/s/ Grace Sim /s/ W.A. Lucky III
- - -------------------- --------------------------
Grace Sim, Secretary W.A. Lucky, III, Secretary
CERTIFICATE CERTIFICATE
The undersigned, Secretary of The undersigned, Secretary of
Olympic Rehabilitation Services, Inc. Orion Preventive Medicine, Inc.,
(the "Surviving Corporation") hereby hereby certifies that the above
certifies that the above Agreement and Agreement and Plan of Merger was
Plan of Merger was unanimously adopted adopted by a vote of all of the
by a vote of all shareholders of the shareholders of the corporation at
corporation at the special meeting of the special meeting of the
the shareholders called for such shareholders called for such
purpose on November 20, 1997. purpose on November 20, 1997.
/s/ Grace Sim /s/ W.A. Lucky III
- - --------------------- --------------------------
Grace Sim, Secretary W.A. Lucky, III, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF BOSSIER
On this 21st day of November, 1997,
personally came Jan Wallace, who being
duly sworn did depose and say that she is
the President of Olympic Rehabilitation
Services, Inc., a Corporation described in
and which executed the foregoing instrument
as its free act and deed, and she signs her
name hereto by order of the Board of Directors
of said Corporation.
/s/ Jan Wallace
- - ----------------------
Jan Wallace, President
/s/ A.L. Blondeau
- - --------------------
NOTARY PUBLIC
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF BOSSIER
On this 21st day of November, 1997,
before me, personally came Vickie T.
Lucky, President of Orion Preventive
Medicine, Inc., a Corporation described in
and which executed the foregoing
instrument as its free act and deed, and he
signs his name hereto by order of the Board
of Directors of said Corporation.
/s/ Vickie T. Lucky
_______________________________
Vickie T. Lucky, President
/s/ A.L. Blondeau
- - -------------------------------
NOTARY PUBLIC
<PAGE>
