<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
National Health & Safety Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
636327108
(CUSIP Number of Class of Securities)
Michael D. Donahue, Esq.
Asher M. Leids, Esq.
Donahue, Mesereau & Leids LLP
1900 Avenue of the Stars
Suite 2700
Los Angeles, California 90067
(310) 277-1441
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 20, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following [ ]
Check the following box if a fee is being paid with this Statement: [ ]
Page 1
<PAGE> 2
- --------------------------------------------------------------------------------
CUSIP No. 636327108
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: Premium Holdings, Inc.
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC and 00 (Premium agreed to provide consulting and advisory services).
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: 14,750,000
NUMBER OF :
SHARES --------------------------------------
BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY : -0-
EACH :
REPORTING --------------------------------------
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 14,750,000
:
--------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,750,000
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.2%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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- --------------------------------------------------------------------------------
CUSIP No. 636327108
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: World Trust Investments
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: -0-
--------------------------------------
NUMBER OF :
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH --------------------------------------
REPORTING : (9) SOLE DISPOSITIVE POWER
PERSON WITH : -0-
:
--------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,750,000
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.2%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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- --------------------------------------------------------------------------------
CUSIP No. 636327108
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: The Beverly Century Trust
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: -0-
NUMBER OF :
SHARES --------------------------------------
BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY : -0-
EACH :
REPORTING --------------------------------------
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: -0-
:
--------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,750,000
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.2%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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- --------------------------------------------------------------------------------
CUSIP No. 636327108
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: Mitchell J. Stein
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: 2,250,000
NUMBER OF :
SHARES --------------------------------------
BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY : 14,750,000
EACH :
REPORTING --------------------------------------
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 2,250,000
:
--------------------------------------
:(10) SHARED DISPOSITIVE POWER
: 14,750,000
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
17,000,000
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.5%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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- --------------------------------------------------------------------------------
CUSIP No. 636327108
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: Dennis J. Hawk
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: 1,000,000
NUMBER OF :
SHARES --------------------------------------
BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY : -0-
EACH :
REPORTING --------------------------------------
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 1,000,000
:
--------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,000,000
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement on Schedule 13D (the "Schedule 13D"), relates to
the Common Stock, $.001 par value (the "Common Stock" or the "Shares"), issued
by National Health & Safety Corporation, a Utah corporation (the "Company"), and
is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
The information set forth in the Exhibits attached hereto is
hereby expressly incorporated herein by reference and the response to each item
of this Schedule 13D is qualified in its entirety by the provisions of such
exhibits.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of the Common Stock,
$.001 par value (the "Shares"), of the Company. The principal executive offices
of the Company are located at 730 Louis Drive, Warminster, Pennsylvania 18974.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by Premium Holdings, Inc., a
Nevada Corporation ("Premium"), World Trust Investments, a Nevada corporation
("World"), The Beverly Century Trust, a trust formed under the laws of the State
of California (the "Trust") and the following natural persons: Mitchell J. Stein
and Dennis J. Hawk (collectively, the "Reporting Persons"). The name, address,
citizenship and present principal occupation or employment of each executive
officer, director and each person controlling Premium and World are set forth in
Annex I hereto, which Annex I is hereby incorporated herein by this reference.
(b) Premium's principal business and principal office address is
8306 Wilshire Boulevard, Suite 7056, Beverly Hills, California 90211. World's
principal business and principal office address is 1875 Century Park East, Suite
2700, Los Angeles, California 90067. The Trust's principal business address is
233 Wilshire Boulevard, Suite 960, Santa Monica, California 90401. Messrs.
Stein's and Hawk's address is 9000 Sunset Boulevard, Suite 500, Los Angeles,
California 90069.
(c) The present principal business of Premium is providing
consulting services to healthcare companies. The present principal business of
World is serving as a holding company. The Trust is an irrevocable trust created
under the law of the State of California on February 20, 1998. The Trust was
formed with the stock of World. The present principal occupation of Mr. Stein is
serving as an executive officer of various companies in the healthcare business,
including without limitation, serving as President of Premium and President and
Chief Financial Officer of World, and practicing law. The present principal
occupation of Mr. Hawk is practicing law.
(d) During the past five years none of the Reporting Persons and,
to the best knowledge of the Reporting Persons, none of the executive officers,
directors, trustees or controlling persons of any of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, and, to the best knowledge of
the Reporting Persons, none of the executive officers, directors, trustees or
control persons of any of the Reporting Persons has, during the last five years,
been a party to a civil proceeding or subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to Federal or state securities laws or finding any violation with
respect to such
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laws.
(f) Premium is organized under the laws of the State of Nevada.
World is organized under the laws of the State of Nevada. The Trust was
established under the laws of the State of California. Each of Mr. Stein and Mr.
Hawk is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds required by Premium to purchase the
14,750,000 shares owned by it was $14,750. All funds used to purchase such
Shares were obtained from Premium's working capital. In addition, Premium
provided consulting and advisory services to the Company as additional
consideration for the issuance of Shares to it.
The aggregate amount of funds required by Mr. Stein to purchase the
2,250,000 Shares owned by him was $2,250. All funds used to purchase such Shares
were personal funds. In addition, Mr. Stein provided consulting and advisory
services to the Company as additional consideration for the issuance of Shares
to him.
The aggregate amount of funds required by Mr. Hawk to purchase the
1,000,000 Shares owned by him was $1,000. All funds used to purchase such Shares
were personal funds. In addition, Mr. Hawk provided consulting and advisory
services to the Company as additional consideration for the issuance of Shares
to him.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons purchased the Shares for purposes of investment
and for the purposes otherwise specified hereinbelow in this Item 4. Subject to
applicable legal and contractual requirements, and depending upon its evaluation
of the Company's business and prospects, future developments, market conditions
and other factors, the Reporting Person may, from time to time, purchase
additional Shares or sell or cause to be sold, all or a portion of these Shares
for which the Reporting Person exercises voting or dispositive power, either in
open market or privately negotiated transactions or otherwise.
Subject to the foregoing, the Reporting Persons have no plans or
proposals which relate to Items 4(a) through (j) of Schedule 13D except as
follows:
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) So long as Premium is the record holder of at least 7,375,000
Shares, the Company has agreed, pursuant to the terms of a Stock Purchase
Agreement entered into by and between the Company and Premium (the "Premium
Stock Purchase Agreement"), (a) that in any election of directors of the Company
it will recommend to the shareholders of the Company to vote their shares of
capital stock of the Company in such a manner that immediately after such
election the Company's Board of Directors shall be comprised of at least fifty
percent (50%) of Premium's representatives; provided, however, that in the event
the Company's management seeks to obtain an independent member of the Board,
Premium's representatives shall hold no less than the number of seats held by
the Company's
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management, (b) that the Company will use its best efforts to cause Premium's
representatives to be elected to the Company's Board of Directors and (c) in the
event of any vacancy on the Board of Directors, the Company and Premium will use
their best efforts to fill the vacancy such that the Board will include
Premium's representatives in at least the percentage as set forth above.
(e) Not Applicable.
(f) Not Applicable.
(g) Not Applicable.
(h) Not Applicable.
(i) Not Applicable.
(j) Not Applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Premium is the direct beneficial owner of 14,750,000 Shares,
representing approximately 28.2% of the Shares outstanding. World by virtue of
being a controlling shareholder of Premium for purposes of Section 13(d) of the
Act, may be deemed to beneficially own the 14,750,000 Shares owned by Premium
and Trust as the controlling shareholder of World for purposes of Section 13(d)
of the Act may also be deemed to beneficially own the 14,750,000 Shares owned by
Premium. Although Premium and the Company have entered into an agreement through
which Premium is to receive 14,750,000 shares from the Company, only 8,000,000
Shares have been issued to Premium to date.
Mr. Stein is the direct beneficial owner of 2,250,000 Shares
representing approximately 4.3% of the Shares outstanding. Further, Mr. Stein as
President and a member of the Board of Premium and as President and Chief
Financial Officer and a member of the Board of World, a controlling shareholder
of Premium, for purposes of Section 13(d) of the Act may be deemed to indirectly
beneficially own the 14,750,000 Shares owned by Premium. Accordingly, for
purposes of Section 13(d) of the Act Mr. Stein may be deemed to beneficially own
17,000,000 Shares representing 32.5% of the Shares outstanding. Although Mr.
Stein and the Company have entered into an agreement for Mr. Stein to purchase
2,250,000 Shares from the Company, of the above-described Shares, none of the
2,250,000 Shares for which Mr. Stein may be deemed the direct beneficial owner
have been issued and only 8,000,000 of the Shares for which Mr. Stein may be
deemed the indirect beneficial owner have been issued.
Mr. Hawk is the direct beneficial owner of 1,000,000 Shares
representing approximately 1.9% of the Shares outstanding. Although Mr. Hawk and
the Company have entered into an agreement for Mr. Hawk to purchase 1,000,000
Shares from the Company, none of the 1,000,000 Shares for which Mr. Hawk may be
deemed the direct beneficial owner have been issued.
The percentage of Shares outstanding reported as beneficially
owned by the Reporting Persons on the date hereof is based upon the Company's
Form 10-KSB for the Fiscal Year Ended December 31, 1997 so that the Reporting
Persons information is that the total shares of Common Stock issued and
outstanding as of December 31, 1997 was
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34,241,074 Shares. The calculation as to percentage ownership gives effect to
(i)the issuance of 14,750,000 Shares to Premium, (ii) the issuance of 2,250,000
Shares to Mr. Stein and (iii) the issuance of 1,000,000 Shares to Mr. Hawk, and
results, for purposes of calculating the percent of class owned by the Reporting
Person, in there being 52,241,074 Shares issued and outstanding.
With respect to the aggregate of 10,000,000 Shares which the
Reporting Persons are deemed to beneficially own but which have not been issued,
the Reporting Persons have not determined, what, if any, action they, or any of
them, may take to enforce their respective rights to acquire such Shares in
accordance with their respective Stock Purchase Agreement which are filed as
exhibits to this Schedule 13D.
(b) The discussion contained in this Item 5(b) is qualified in
its entirety by the discussion contained in Item 5(a) with regard to Shares to
which the Reporting Persons are deemed to beneficially own but have not been
issued to them.
Premium has sole voting and dispositive power with respect to the
14,750,000 Shares directly owned by it.
Mr. Stein has sole voting and dispositive power with respect to
the 2,250,000 Shares directly owned by him. Further, Mr. Stein may be deemed to
have shared voting and dispositive power with respect to the 14,750,000 Shares
owned by Premium as a result of Mr. Stein being the President and a member of
the Board of Directors of Premium as well as being the President, Chief
Financial Officer and a member of the Board of Directors of World, a controlling
shareholder of Premium.
Mr. Hawk has sole voting and dispositive power with respect to
the 1,000,000 Shares directly owned by him.
(c) Messrs. Stein and Hawk and Premium purchased the Shares
acquired by each of them in privately negotiated transactions that were effected
on April 20, 1998. The aggregate number of Shares purchased by such persons was
18,000,000 Shares. The purchase price consisted of $18,000 and the provision of
consulting and advising services by such persons to the Company.
(d) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The discussion contained in Item 4(d) is hereby incorporated
herein by this reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Joint Filing Agreement among the Reporting Persons
pursuant to Rule 3d-1(f)(1)(iii)
Exhibit 2: Premium Stock Purchase Agreement
Exhibit 3: Stein Stock Purchase Agreement
Exhibit 4: Hawk Stock Purchase Agreement
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ANNEX I
The name and principal occupation and employment of each executive
officer and director of Premium Holdings, Inc., each person controlling Premium
Holdings, Inc. and each executive and director of each person controlling
Premium Holdings, Inc. is set forth below. Except where otherwise indicated, the
address of each such person is c/o Premium Holdings, Inc., 8306 Wilshire
Boulevard, Suite 7056, Beverly Hills, CA 90211. Each person listed below is a
citizen of the United States of America.
The executive officers and directors of Premium Holdings, Inc. are as
follows:
<TABLE>
<CAPTION>
Name Present Principal Occupation and Employer
- ---- -----------------------------------------
<S> <C>
Mitchell J. Stein (1) President and Director
Donald Ayers Executive Vice President, Chief Financial Officer,
Secretary and Director
Dennis J. Hawk (1) Director
</TABLE>
The outstanding capital stock of Premium Holdings, Inc. is held by
Donald Ayers and World Trust Investments, a Nevada corporation (?World?). The
address of World and each of its executive officers and directors is 1875
Century Park East, Suite 700, Los Angeles, CA 90067. The executive officers and
directors of World are as follows:
<TABLE>
<CAPTION>
Name Present Principal Occupation and Employer
- ---- -----------------------------------------
<S> <C>
Mitchell J. Stein (1) President, Chief Financial Officer and Director
Tracey Hampton Secretary
</TABLE>
The outstanding capital stock of World is owned by The Beverly Century
Trust (the "Trust") which was formed in the State of California on February 20,
1998. The sole trustee of the Trust is Emanuel Barling, Jr.
(1) Messrs. Stein and Hawk are also partners in the law firm of Stein,
Perlman & Hawk which is located at 9000 Sunset Boulevard, Suite 500, Los
Angeles, California 90069.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 8, 1998
PREMIUM HOLDINGS, INC.
By: /s/ Mitchell J. Stein
-------------------------------
Name: Mitchell J. Stein
Title: President
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 8, 1998
WORLD TRUST INVESTMENTS
By: /s/ Mitchell J. Stein
-------------------------------
Name: Mitchell J. Stein
Title: President
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 8, 1998
THE BEVERLY CENTURY TRUST
By: /s/ Emanuel Barling, Jr.
-------------------------------
Name: Emanuel Barling, Jr.
Title: Trustee
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 8, 1998
By: /s/ Mitchell J. Stein
-------------------------------
Mitchell J. Stein
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: June 8, 1998
By: /s/ Dennis J. Hawk
-------------------------------
Dennis J. Hawk
Page 17
<PAGE> 1
Exhibit 1
JOINT FILING AGREEMENT
Agreement among Premium Holdings, Inc., World Trust Investments, The
Beverly Century Trust, Mitchell J. Stein and Dennis J. Hawk, whereby in
accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, each of the persons named below agrees to the joint filing on behalf of
each of them of a Statement on Schedule 13D with respect to the equity
securities of National Health & Safety Corporation and further agrees that this
Joint Filing Agreement be included as an exhibit to such joint filings provided
that, as contemplated by Section 13D-1(f)(2)(ii), no person shall be responsible
for the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such
information is inaccurate.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement in counterpart as of this 8th day of June, 1998.
PREMIUM HOLDINGS, INC.
By:/s/ Mitchell J. Stein
-------------------------------
Name: Mitchell J. Stein
Title: President
WORLD TRUST INVESTMENTS
By:/s/ Mitchell J. Stein
-------------------------------
Name: Mitchell J. Stein
Title: President
THE BEVERLY CENTURY TRUST
By:/s/ Emanuel Barling, Jr.
-------------------------------
Name: Emanuel Barling, Jr.
Title: Trustee
/s/ Mitchell J. Stein
-------------------------------
Mitchell J. Stein
/s/ Dennis J. Hawk
-------------------------------
Dennis J. Hawk
<PAGE> 1
Exhibit 2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of the
17th day of April, 1998, by and between PREMIUM HOLDINGS, INC. a Nevada
corporation ("Buyer") and NATIONAL HEALTH AND SAFETY CORPORATION, a Utah
corporation ("Seller" or "Company").
RECITAL
WHEREAS, Seller desires to sell to the Buyer, and the Buyer desires to
purchase from Seller, 14,750,000 shares of the common stock of the Company on
the terms and subject to the conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and subject to
the conditions hereinafter set forth, the parties agree as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this
Agreement, and in consideration for $.001 cents per share and the consulting and
advisory services, including without limitation mezzanine financing, provided by
Buyer to the Company, services which the Company affirmatively acknowledges were
of immense and considerable value to the ongoing operation of the Company, all
of which constitutes a recital under California Evidence Code Section 622, the
Buyer agrees to buy and the Seller agrees to sell to the Buyer 14,750,000 shares
of the common stock of the Company (the "Shares"), free and clear of all liens,
claims, security interests and other rights or interests.
2. REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyer represents, warrants and
covenants to Seller as follows:
2.1 Authority. If the Buyer is a corporation, partnership, trust or
other entity, it is authorized and qualified to become a shareholder and is duly
organized, validly existing and in good standing under the laws of the state of
it's incorporation. The Buyer has not been formed for the purpose of acquiring
the Shares and the Buyer has all requisite corporate power and authority
necessary to enter into this Agreement and perform its obligations hereunder.
2.2 Experience. The Buyer has such knowledge or experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in the Shares and has evaluated the merits and risks of making an
investment in the Shares and has determined that the Shares are a suitable
investment.
2.3 Investment Intent. The Buyer is purchasing the Shares for the
Buyer's own account and without any present view toward the resale or other
distribution thereof; the Buyer understands that he must bear the economic risk
of an acquisition of Shares for an indefinite period of time. The Buyer has been
advised and is aware that: (i) it may not be readily possible to liquidate the
Buyer's investment; (ii) the Shares have not been registered under the
Securities Act of 1933, as amended ("1933 Act") and the applicable state
securities laws, and, therefor, cannot be sold unless they are
1
<PAGE> 2
subsequently registered under the 1933 Act and the applicable state securities
laws; (iii) Rule 144 under the 1933 Act will not be available as a basis for
exemption from the registration of the Shares under the 1933 Act except to the
extent that subsection (e) or (k) of Rule 144 may be available after the
requisite holding period; and (iv) a notation of the restrictions on
transferability of the Shares will be made in the appropriate records of the
Seller.
2.4 Opportunity. During the course of this transaction and prior to the
date hereof, the Buyer has had the opportunity to ask questions of and receive
answers from the Seller concerning the Seller and its affiliates, and the terms
and conditions of the offering of the Shares.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents, warrants and
covenants to the Buyer as follows:
3.1 Good Title. Upon the sale and issuance of the Shares pursuant to the
provisions of this Agreement, the Buyer will receive good and marketable title
to all of said Shares, free and clear of all liens, claims, security interests,
options, purchase rights, charges and restrictions (other than those required by
applicable state and federal securities laws), and the Seller is not a party to
or bound by any agreement, obligation, commitment, order, judgment or decree
which prohibits the execution of this Agreement or which would prohibit or
restrict in any manner the transfer of the Shares in the manner contemplated
hereby.
3.2 Due Authorization. The Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah. Upon
filing by the Company of its Amendment to Articles of Incorporation, Seller will
have all requisite corporate power and authority, and will have received all
statutory and regulatory consents and approvals necessary, to enter into this
Agreement and perform its obligations hereunder. Upon filing of the Amendment to
the Articles of Incorporation, Seller will have taken all corporate action
required for the execution and delivery of this Agreement and the consummation
of the transactions contemplated herein. Further, all corporate action on the
part of the Company, its directors and shareholders necessary for the
authorization, execution, delivery and performance of this Agreement by the
Company, the authorization, sale, issuance and delivery of the Shares and the
performance of all of the Company's obligations hereunder has been taken or will
be taken prior to the delivery of the Shares. The Shares are not subject to any
preemptive rights or rights of first refusal. This Agreement constitutes, and
each other such document, certificate or instrument executed in connection with
this Agreement when executed and delivered will constitute, a valid and binding
agreement of the Seller, enforceable against the Seller in accordance with its
terms. Upon the issuance of the Shares, such Shares shall be duly and validly
authorized and issued, and will be fully paid and non-assessable and issued in
full compliance with all federal, state and local laws, rules, regulations and
ordinances.
3.3 Financial statements. The Company's financial statements over the
past 3 years have been prepared in accordance with generally accepted accounting
principles consistently followed throughout this period and fairly presents the
financial condition of the Company.
3.4 Consents and Approvals; Conflicts. Neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will violate, result in a breach of any of the terms or
provisions, constitute a default under or conflict with any agreement,
2
<PAGE> 3
indenture or other instrument to which the Company is a party or by which it is
bound, the Articles of Incorporation or Bylaws of the Company, and judgment,
decree, order or award of any court, governmental body or arbitrator applicable
to the Company or the common stock of the Company or any law, rule or regulation
applicable to the Company or the common stock of the Company. No consent,
approval or authorization of or declaration, filing or registration with any
governmental or regulatory authority or any other person (either government or
private) is required in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby other than
as described herein.
3.5 Capitalization and Stockholdings. As of the date of this Agreement,
the authorized capitalization of the Company consists of 50,000,000 shares of
common stock and 14,636 shares of preferred stock. As of the date of this
Agreement and prior to giving effect to the transaction contemplated hereby, the
Company has issued and outstanding only 37,124,961 shares of common stock, all
of which are duly and validly authorized and issued, and are fully paid and
non-assessable and were issued in full compliance with all federal, state and
local laws, rules, regulations and ordinances. The Company further represents
and warrants that upon filing of the Amendment it will have a sufficient number
of authorized but unissued shares of common stock to consummate the transactions
contemplated by this Agreement. Further, the Company represents and warrants
that of the Convertible Debentures described in Note 6 of the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1997, debentures
equal to $125,000 has not been converted or repaid, however the Company has an
executed agreement that grants it the right to repurchase the unconverted
debentures at a ten percent (10%) premium. No other such convertible debentures
are outstanding as of the date hereof.
3.6 Exemption. The transfer and conveyance of the Shares, pursuant to
the terms of this Agreement, is exempt from registration under the Securities
Act of 1933, as amended, by virtue of Section 4(2) thereof and from the
qualification requirements of the securities law of New York and California. The
Company agrees, immediately after the delivery of the Shares hereunder, to
prepare and cause to be filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form SB-2, or another appropriate form
pursuant to the provisions of the Securities Act of 1933 as Amended, relating to
the registration of the Shares. The Company agrees that it will file such
registration statement with the Commission within thirty (30) days from delivery
of the Shares, and will use its best efforts to facilitate the effectiveness of
the registration statement as soon as practical, and no event later than 120
days from such delivery.
4. INDEMNIFICATION.
4.1 Survival of Representations. All representations, warranties,
covenants and agreements contained in this Agreement or in any document,
exhibit, schedule or certificate delivered in connection herewith shall survive
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and remain in full force and effect,
notwithstanding any investigation at any time made by or on behalf of the
parties.
4.2 Seller's Indemnity of Buyer. The Seller shall indemnify, defend and
hold harmless the Buyer and any person directly or indirectly controlling or
controlled by the Buyer and its/their respective directors, officers, employees,
agents and representatives from and against any and all
3
<PAGE> 4
losses, costs, claims, damages, expenses or liabilities (including, without
limitation, reasonable attorneys' fees and expenses of investigation) to which
the Buyer or such person may become subject as a result of the untruth of any
representation or the breach of any warranty or covenant contained in this
Agreement, or otherwise arising from the execution and delivery of this
Agreement by Seller, the consummation of the transactions contemplated hereby by
Seller or the performance by the Seller of its obligations hereunder .
5. CLOSING CONDITIONS. The obligation of the Buyer to consummate the
transactions contemplated hereby are subject to the following:
5.1 Delivery of Stock Certificates Representing the Shares. The Seller
will deliver to the Buyer, upon the filing of the Amendment, the original stock
certificate(s) representing the Shares.
5.2 Authority. Any actions required to be taken by, or on the part of
the Company to authorize the consummation of the transactions contemplated
hereby, shall have been duly and validly taken by the Board of Directors of the
Company.
6. COVENANTS OF THE COMPANY.
6.1 Election of Directors. So long as at least one-half of the Shares
issued hereunder (as appropriately adjusted for recapitalizations) are held of
record by the Buyer, (a) the Seller agrees that in any election of a director or
directors of the Company, it shall recommend to the shareholders of the Company
to vote their shares of capital stock of the Company in such a manner that
immediately after such election the Company's Board of Directors shall be
comprised of at least fifty percent (50%) of Buyer's representatives; provided,
however, that in the event the Company's management's seeks to obtain an
independent member of the Board, Buyer's representatives shall hold no less than
the number of seats as that held by the Company's management ; (b) the Company
will use its best efforts to cause Buyer's representatives to be elected to the
Company's Board of Directors; and (c) in the event of any vacancy on the Board
of Directors, the Company and the Buyer will use their best efforts to fill the
vacancy such that the Board will include Buyer's representatives in at least the
percentage as set forth herein.
6.2 Amendment to Organizational Documents. The Company covenants and
agrees, as soon as practicable, to amend its organizational documents to
authorize the issuance of 100,000,000 shares of common stock and 5,000,000
shares of preferred stock.
7. MISCELLANEOUS.
7.1 Costs. Each party hereto shall bear, pay and discharge all of its
respective expenses incurred in connection with the execution and performance of
this Agreement, except as otherwise provided specifically herein.
7.2 Successors and Assigns; Amendment and Waiver; Third Parties. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective executors, administrators, heirs, successors and
assigns of the parties. The provisions of this Agreement may not be amended or
waived except by a written instrument signed by each of the
4
<PAGE> 5
parties hereto. Except as expressly provided herein, nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties
hereto, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
7.3 Governing Law and Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of
California. The parties irrevocably (i) submit to the exclusive jurisdiction of
the state courts of the State of California over any action or proceeding
arising out of a breach of this Agreement, (ii) agree that all claims in respect
of such action or proceeding may be heard and determined in such courts, (iii)
waive, to the fullest extent they may effectively do so, the defense of an
inconvenient or inappropriate forum to the maintenance of such action or
proceeding, (iv) agree that any communication given in accordance with Section
7.6, to the fullest extent permitted by law, shall be taken and held to be valid
personal service and personal delivery to such party for the purposes set forth
in this Section, and (v) waive any defense based on lack of personal
jurisdiction for any such purpose.
7.4 Legal Action and Fees. In the event of any controversy, claim or
dispute between the parties hereto arising out of or relating to this Agreement,
the prevailing party shall be entitled to recovery from the non-prevailing party
its reasonable expenses, including but not limited to its reasonable attorneys'
fees.
7.5 Headings. The headings of the sections of this Agreement are for
convenience only and shall not determine the interpretation of this Agreement.
7.6 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery, 24
hours after transmission by telecopy, telex, or five (5) days after deposit in
the United States mail by registered or certified mail, addressed as set forth
below or at such other address as such party may designate by ten (10) days'
advance written notice to the other party:
If to Seller: National Health and Safety Corporation
730 Louis Drive
Warminster, Pennsylvania 18974
ATTENTION: DENNIS BOWERS
If to Buyer: Premium Holdings, Inc.
c/o 9000 Sunset Boulevard, Suite 500
Los Angeles, California 90069
ATTN: MITCHELL J. STEIN
7.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.8 Legal Advice. The parties hereby acknowledge that they have received
independent legal advice from attorneys of their choice with respect to the
advisability of executing this Agreement and the related documents affecting
this transaction. Prior to the execution of this Agreement, each of the parties'
attorney reviewed this Agreement and discussed the Agreement with such party,
and
5
<PAGE> 6
each party made all desired changes. Each of the parties and their attorneys
have made such investigation of the facts pertaining to this Agreement and all
of the matters appertaining thereto as they deemed necessary. Each of the
parties certifies that it has read this Agreement, and fully understands this
Agreement and that it has executed it voluntarily, free of any duress, force or
undue influence of any party or any person.
7.9 Integration. The making, execution and delivery of this Agreement by
the parties hereto has not been induced by any representations, statements,
warranties or agreements other than those specifically expressed in this
Agreement. This Agreement embodies the entire understanding of the parties
hereto with respect to the subject matter hereof. Other than the terms expressly
set forth in this Agreement, there are no other agreements or understandings,
written or oral, in effect between the parties relating to the capital stock
which is the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first set forth above.
SELLER: NATIONAL HEALTH AND SAFETY CORPORATION
By: /s/ DENNIS BOWERS
____________________________________
Dennis Bowers
Its: President
BUYER: PREMIUM HOLDINGS, INC.
By: /s/ MITCHELL J. STEIN
____________________________________
Mitchell J. Stein
Its: President
6
<PAGE> 1
Exhibit 3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of the
17th day of April, 1998, by and between MITCHELL J. STEIN, an individual
("Buyer") and NATIONAL HEALTH AND SAFETY CORPORATION, a Utah corporation
("Seller" or "Company").
RECITAL
WHEREAS, Seller desires to sell to the Buyer, and the Buyer desires to
purchase from Seller, 2,250,000 shares of the common stock of the Company on the
terms and subject to the conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and subject to
the conditions hereinafter set forth, the parties agree as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this
Agreement, and in consideration for $.001 cents per share and the consulting and
advisory services, including without limitation mezzanine financing, provided by
Buyer to the Company, services which the Company affirmatively acknowledges were
of immense and considerable value to the ongoing operation of the Company, all
of which constitutes a recital under California Evidence Code Section 622, the
Buyer agrees to buy and the Seller agrees to sell to the Buyer 2,250,000 shares
of the common stock of the Company (the "Shares"), free and clear of all liens,
claims, security interests and other rights or interests.
2. REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyer represents, warrants and
covenants to Seller as follows:
2.1 Authority. If the Buyer is a corporation, partnership, trust or
other entity, it is authorized and qualified to become a shareholder and is duly
organized, validly existing and in good standing under the laws of the state of
it's incorporation. The Buyer has not been formed for the purpose of acquiring
the Shares and the Buyer has all requisite corporate power and authority
necessary to enter into this Agreement and perform its obligations hereunder.
2.2 Experience. The Buyer has such knowledge or experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in the Shares and has evaluated the merits and risks of making an
investment in the Shares and has determined that the Shares are a suitable
investment.
2.3 Investment Intent. The Buyer is purchasing the Shares for the
Buyer's own account and without any present view toward the resale or other
distribution thereof; the Buyer understands that he must bear the economic risk
of an acquisition of Shares for an indefinite period of time. The Buyer has been
advised and is aware that: (i) it may not be readily possible to liquidate the
Buyer's investment; (ii) the Shares have not been registered under the
Securities Act of 1933, as amended ("1933 Act") and the applicable state
securities laws, and, therefor, cannot be sold unless they are
1
<PAGE> 2
subsequently registered under the 1933 Act and the applicable state securities
laws; (iii) Rule 144 under the 1933 Act will not be available as a basis for
exemption from the registration of the Shares under the 1933 Act except to the
extent that subsection (e) or (k) of Rule 144 may be available after the
requisite holding period; and (iv) a notation of the restrictions on
transferability of the Shares will be made in the appropriate records of the
Seller.
2.4 Opportunity. During the course of this transaction and prior to the
date hereof, the Buyer has had the opportunity to ask questions of and receive
answers from the Seller concerning the Seller and its affiliates, and the terms
and conditions of the offering of the Shares.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents, warrants and
covenants to the Buyer as follows:
3.1 Good Title. Upon the sale and issuance of the Shares pursuant to the
provisions of this Agreement, the Buyer will receive good and marketable title
to all of said Shares, free and clear of all liens, claims, security interests,
options, purchase rights, charges and restrictions (other than those required by
applicable state and federal securities laws), and the Seller is not a party to
or bound by any agreement, obligation, commitment, order, judgment or decree
which prohibits the execution of this Agreement or which would prohibit or
restrict in any manner the transfer of the Shares in the manner contemplated
hereby.
3.2 Due Authorization. The Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah. Upon
filing by the Company of its Amendment to Articles of Incorporation, Seller will
have all requisite corporate power and authority, and will have received all
statutory and regulatory consents and approvals necessary, to enter into this
Agreement and perform its obligations hereunder. Upon filing of the Amendment to
the Articles of Incorporation, Seller will have taken all corporate action
required for the execution and delivery of this Agreement and the consummation
of the transactions contemplated herein. Further, all corporate action on the
part of the Company, its directors and shareholders necessary for the
authorization, execution, delivery and performance of this Agreement by the
Company, the authorization, sale, issuance and delivery of the Shares and the
performance of all of the Company's obligations hereunder has been taken or will
be taken prior to the delivery of the Shares. The Shares are not subject to any
preemptive rights or rights of first refusal. This Agreement constitutes, and
each other such document, certificate or instrument executed in connection with
this Agreement when executed and delivered will constitute, a valid and binding
agreement of the Seller, enforceable against the Seller in accordance with its
terms. Upon the issuance of the Shares, such Shares shall be duly and validly
authorized and issued, and will be fully paid and non-assessable and issued in
full compliance with all federal, state and local laws, rules, regulations and
ordinances.
3.3 Financial statements. The Company's financial statements over the
past 3 years have been prepared in accordance with generally accepted accounting
principles consistently followed throughout this period and fairly presents the
financial condition of the Company.
3.4 Consents and Approvals; Conflicts. Neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will violate, result in a breach of any of the terms or
provisions, constitute a default under or conflict with any agreement,
2
<PAGE> 3
indenture or other instrument to which the Company is a party or by which it is
bound, the Articles of Incorporation or Bylaws of the Company, and judgment,
decree, order or award of any court, governmental body or arbitrator applicable
to the Company or the common stock of the Company or any law, rule or regulation
applicable to the Company or the common stock of the Company. No consent,
approval or authorization of or declaration, filing or registration with any
governmental or regulatory authority or any other person (either government or
private) is required in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby other than
as described herein.
3.5 Capitalization and Stockholdings. As of the date of this Agreement,
the authorized capitalization of the Company consists of 50,000,000 shares of
common stock and 14,636 shares of preferred stock. As of the date of this
Agreement and prior to giving effect to the transaction contemplated hereby, the
Company has issued and outstanding only 37,124,961 shares of common stock, all
of which are duly and validly authorized and issued, and are fully paid and
non-assessable and were issued in full compliance with all federal, state and
local laws, rules, regulations and ordinances. The Company further represents
and warrants that upon filing of the Amendment it will have a sufficient number
of authorized but unissued shares of common stock to consummate the transactions
contemplated by this Agreement. Further, the Company represents and warrants
that of the Convertible Debentures described in Note 6 of the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1997, debentures
equal to $125,000 have not been converted or repaid; however the Company has an
executed agreement that grants it the right to repurchase the unconverted
debentures at a ten percent (10%) premium. No other such convertible debentures
are outstanding as of the date hereof.
3.6 Exemption. The transfer and conveyance of the Shares, pursuant to
the terms of this Agreement, is exempt from registration under the Securities
Act of 1933, as amended, by virtue of Section 4(2) thereof and from the
qualification requirements of the securities law of New York and California. The
Company agrees, immediately after the delivery of the Shares hereunder, to
prepare and cause to be filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form SB-2, or another appropriate form
pursuant to the provisions of the Securities Act of 1933 as Amended, relating to
the registration of the Shares. The Company agrees that it will file such
registration statement with the Commission within thirty (30) days from delivery
of the Shares, and will use its best efforts to facilitate the effectiveness of
the registration statement as soon as practical, and no event later than 120
days from such delivery.
4. INDEMNIFICATION.
4.1 Survival of Representations. All representations, warranties,
covenants and agreements contained in this Agreement or in any document,
exhibit, schedule or certificate delivered in connection herewith shall survive
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and remain in full force and effect,
notwithstanding any investigation at any time made by or on behalf of the
parties.
4.2 Seller's Indemnity of Buyer. The Seller shall indemnify, defend and
hold harmless the Buyer and any person directly or indirectly controlling or
controlled by the Buyer and its/their
3
<PAGE> 4
respective directors, officers, employees, agents and representatives from and
against any and all losses, costs, claims, damages, expenses or liabilities
(including, without limitation, reasonable attorneys' fees and expenses of
investigation) to which the Buyer or such person may become subject as a result
of the untruth of any representation or the breach of any warranty or covenant
contained in this Agreement, or otherwise arising from the execution and
delivery of this Agreement by Seller, the consummation of the transactions
contemplated hereby by Seller or the performance by the Seller of its
obligations hereunder .
5. CLOSING CONDITIONS. The obligation of the Buyer to consummate the
transactions contemplated hereby are subject to the following:
5.1 Delivery of Stock Certificates Representing the Shares. The Seller
will deliver to the Buyer, upon the filing of the Amendment, the original stock
certificate(s) representing the Shares.
5.2 Authority. Any actions required to be taken by, or on the part of
the Company to authorize the consummation of the transactions contemplated
hereby, shall have been duly and validly taken by the Board of Directors of the
Company.
6. COVENANTS OF THE COMPANY.
6.1 Amendment to Organizational Documents. The Company covenants and
agrees, as soon as practicable, to amend its organizational documents to
authorize the issuance of 100,000,000 shares of common stock and 5,000,000
shares of preferred stock.
7. MISCELLANEOUS.
7.1 Costs. Each party hereto shall bear, pay and discharge all of its
respective expenses incurred in connection with the execution and performance of
this Agreement, except as otherwise provided specifically herein.
7.2 Successors and Assigns; Amendment and Waiver; Third Parties. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective executors, administrators, heirs, successors and
assigns of the parties. The provisions of this Agreement may not be amended or
waived except by a written instrument signed by each of the parties hereto.
Except as expressly provided herein, nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties hereto,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.
7.3 Governing Law and Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of
California. The parties irrevocably (i) submit to the exclusive jurisdiction of
the state courts of the State of California over any action or proceeding
arising out of a breach of this Agreement, (ii) agree that all claims in respect
of such action or proceeding may be heard and determined in such courts, (iii)
waive, to the fullest extent they may effectively do so, the defense of an
inconvenient or inappropriate forum to the maintenance of such action or
proceeding, (iv) agree that any communication given in accordance with Section
7.6, to the fullest extent permitted by law, shall be taken and held to be valid
personal service and personal delivery to such party for the purposes set forth
in this Section, and (v) waive any defense based on
4
<PAGE> 5
lack of personal jurisdiction for any such purpose.
7.4 Legal Action and Fees. In the event of any controversy, claim or
dispute between the parties hereto arising out of or relating to this Agreement,
the prevailing party shall be entitled to recovery from the non-prevailing party
its reasonable expenses, including but not limited to its reasonable attorneys'
fees.
7.5 Headings. The headings of the sections of this Agreement are for
convenience only and shall not determine the interpretation of this Agreement.
7.6 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery, 24
hours after transmission by telecopy, telex, or five (5) days after deposit in
the United States mail by registered or certified mail, addressed as set forth
below or at such other address as such party may designate by ten (10) days'
advance written notice to the other party:
If to Seller: National Health and Safety Corporation
730 Louis Drive
Warminster, Pennsylvania 18974
ATTENTION: DENNIS BOWERS
If to Buyer: Mitchell J. Stein
c/o STEIN, PERLMAN & HAWK
9000 Sunset Boulevard, Suite 500
Los Angeles, California 90069
7.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.8 Legal Advice. The parties hereby acknowledge that they have received
independent legal advice from attorneys of their choice with respect to the
advisability of executing this Agreement and the related documents affecting
this transaction. Prior to the execution of this Agreement, each of the parties'
attorney reviewed this Agreement and discussed the Agreement with such party,
and each party made all desired changes. Each of the parties and their attorneys
have made such investigation of the facts pertaining to this Agreement and all
of the matters appertaining thereto as they deemed necessary. Each of the
parties certifies that it has read this Agreement, and fully understands this
Agreement and that it has executed it voluntarily, free of any duress, force or
undue influence of any party or any person.
7.9 Integration. The making, execution and delivery of this Agreement by
the parties hereto has not been induced by any representations, statements,
warranties or agreements other than those specifically expressed in this
Agreement. This Agreement embodies the entire understanding of the parties
hereto with respect to the subject matter hereof. Other than the terms expressly
set forth in this Agreement, there are no other agreements or understandings,
written or oral, in effect between the parties relating to the capital stock
which is the subject matter hereof.
5
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first set forth above.
SELLER: NATIONAL HEALTH AND SAFETY CORPORATION
By: /s/ DENNIS BOWERS
____________________________________
Dennis Bowers
Its: President
BUYER: MITCHELL J. STEIN
By: /s/ MITCHELL J. STEIN
____________________________________
Mitchell J. Stein
6
================================================================================
<PAGE> 1
Exhibit 4
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of the
17th day of April, 1998, by and between DENNIS J. HAWK, an individual ("Buyer")
and NATIONAL HEALTH AND SAFETY CORPORATION, a Utah corporation ("Seller" or
"Company").
RECITAL
WHEREAS, Seller desires to sell to the Buyer, and the Buyer desires to
purchase from Seller, 1,000,000 shares of the common stock of the Company on the
terms and subject to the conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and subject to
the conditions hereinafter set forth, the parties agree as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this
Agreement, and in consideration for $.001 cents per share and the consulting and
advisory services, including without limitation mezzanine financing, provided by
Buyer to the Company, services which the Company affirmatively acknowledges were
of immense and considerable value to the ongoing operation of the Company, all
of which constitutes a recital under California Evidence Code Section 622, the
Buyer agrees to buy and the Seller agrees to sell to the Buyer 1,000,000 shares
of the common stock of the Company (the "Shares"), free and clear of all liens,
claims, security interests and other rights or interests.
2. REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyer represents, warrants and
covenants to Seller as follows:
2.1 Authority. If the Buyer is a corporation, partnership, trust or
other entity, it is authorized and qualified to become a shareholder and is duly
organized, validly existing and in good standing under the laws of the state of
it's incorporation. The Buyer has not been formed for the purpose of acquiring
the Shares and the Buyer has all requisite corporate power and authority
necessary to enter into this Agreement and perform its obligations hereunder.
2.2 Experience. The Buyer has such knowledge or experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in the Shares and has evaluated the merits and risks of making an
investment in the Shares and has determined that the Shares are a suitable
investment.
2.3 Investment Intent. The Buyer is purchasing the Shares for the
Buyer's own account and without any present view toward the resale or other
distribution thereof; the Buyer understands that he must bear the economic risk
of an acquisition of Shares for an indefinite period of time. The Buyer has been
advised and is aware that: (i) it may not be readily possible to liquidate the
Buyer's investment; (ii) the Shares have not been registered under the
Securities Act of 1933, as amended ("1933 Act") and the applicable state
securities laws, and, therefor, cannot be sold unless they are subsequently
registered under the 1933 Act and the applicable state securities laws; (iii)
Rule 144
1
<PAGE> 2
under the 1933 Act will not be available as a basis for exemption from the
registration of the Shares under the 1933 Act except to the extent that
subsection (e) or (k) of Rule 144 may be available after the requisite holding
period; and (iv) a notation of the restrictions on transferability of the Shares
will be made in the appropriate records of the Seller.
2.4 Opportunity. During the course of this transaction and prior to the
date hereof, the Buyer has had the opportunity to ask questions of and receive
answers from the Seller concerning the Seller and its affiliates, and the terms
and conditions of the offering of the Shares.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents, warrants and
covenants to the Buyer as follows:
3.1 Good Title. Upon the sale and issuance of the Shares pursuant to the
provisions of this Agreement, the Buyer will receive good and marketable title
to all of said Shares, free and clear of all liens, claims, security interests,
options, purchase rights, charges and restrictions (other than those required by
applicable state and federal securities laws), and the Seller is not a party to
or bound by any agreement, obligation, commitment, order, judgment or decree
which prohibits the execution of this Agreement or which would prohibit or
restrict in any manner the transfer of the Shares in the manner contemplated
hereby.
3.2 Due Authorization. The Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah. Upon
filing by the Company of its Amendment to Articles of Incorporation, Seller will
have all requisite corporate power and authority, and will have received all
statutory and regulatory consents and approvals necessary, to enter into this
Agreement and perform its obligations hereunder. Upon filing of the Amendment to
the Articles of Incorporation, Seller will have taken all corporate action
required for the execution and delivery of this Agreement and the consummation
of the transactions contemplated herein. Further, all corporate action on the
part of the Company, its directors and shareholders necessary for the
authorization, execution, delivery and performance of this Agreement by the
Company, the authorization, sale, issuance and delivery of the Shares and the
performance of all of the Company's obligations hereunder has been taken or will
be taken prior to the delivery of the Shares. The Shares are not subject to any
preemptive rights or rights of first refusal. This Agreement constitutes, and
each other such document, certificate or instrument executed in connection with
this Agreement when executed and delivered will constitute, a valid and binding
agreement of the Seller, enforceable against the Seller in accordance with its
terms. Upon the issuance of the Shares, such Shares shall be duly and validly
authorized and issued, and will be fully paid and non-assessable and issued in
full compliance with all federal, state and local laws, rules, regulations and
ordinances.
3.3 Financial statements. The Company's financial statements over the
past 3 years have been prepared in accordance with generally accepted accounting
principles consistently followed throughout this period and fairly presents the
financial condition of the Company.
3.4 Consents and Approvals; Conflicts. Neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will violate, result in a breach of any of the terms or
provisions, constitute a default under or conflict with any agreement, indenture
or other instrument to which the Company is a party or by which it is bound, the
Articles
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of Incorporation or Bylaws of the Company, and judgment, decree, order or award
of any court, governmental body or arbitrator applicable to the Company or the
common stock of the Company or any law, rule or regulation applicable to the
Company or the common stock of the Company. No consent, approval or
authorization of or declaration, filing or registration with any governmental or
regulatory authority or any other person (either government or private) is
required in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby other than as described
herein.
3.5 Capitalization and Stockholdings. As of the date of this Agreement,
the authorized capitalization of the Company consists of 50,000,000 shares of
common stock and 14,636 shares of preferred stock. As of the date of this
Agreement and prior to giving effect to the transaction contemplated hereby, the
Company has issued and outstanding only 37,124,961 shares of common stock, all
of which are duly and validly authorized and issued, and are fully paid and
non-assessable and were issued in full compliance with all federal, state and
local laws, rules, regulations and ordinances. The Company further represents
and warrants that upon filing of the Amendment it will have a sufficient number
of authorized but unissued shares of common stock to consummate the transactions
contemplated by this Agreement. Further, the Company represents and warrants
that of the Convertible Debentures described in Note 6 of the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1997, debentures
equal to $125,000 have not been converted or repaid; however the Company has an
executed agreement that grants it the right to repurchase the unconverted
debentures at a ten percent (10%) premium. No other such convertible debentures
are outstanding as of the date hereof.
3.6 Exemption. The transfer and conveyance of the Shares, pursuant to
the terms of this Agreement, is exempt from registration under the Securities
Act of 1933, as amended, by virtue of Section 4(2) thereof and from the
qualification requirements of the securities law of New York and California. The
Company agrees, immediately after the delivery of the Shares hereunder, to
prepare and cause to be filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form SB-2, or another appropriate form
pursuant to the provisions of the Securities Act of 1933 as Amended, relating to
the registration of the Shares. The Company agrees that it will file such
registration statement with the Commission within thirty (30) days from delivery
of the Shares, and will use its best efforts to facilitate the effectiveness of
the registration statement as soon as practical, and no event later than 120
days from such delivery.
4. INDEMNIFICATION.
4.1 Survival of Representations. All representations, warranties,
covenants and agreements contained in this Agreement or in any document,
exhibit, schedule or certificate delivered in connection herewith shall survive
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and remain in full force and effect,
notwithstanding any investigation at any time made by or on behalf of the
parties.
4.2 Seller's Indemnity of Buyer. The Seller shall indemnify, defend and
hold harmless the Buyer and any person directly or indirectly controlling or
controlled by the Buyer and its/their respective directors, officers, employees,
agents and representatives from and against any and all
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losses, costs, claims, damages, expenses or liabilities (including, without
limitation, reasonable attorneys' fees and expenses of investigation) to which
the Buyer or such person may become subject as a result of the untruth of any
representation or the breach of any warranty or covenant contained in this
Agreement, or otherwise arising from the execution and delivery of this
Agreement by Seller, the consummation of the transactions contemplated hereby by
Seller or the performance by the Seller of its obligations hereunder .
5. CLOSING CONDITIONS. The obligation of the Buyer to consummate the
transactions contemplated hereby are subject to the following:
5.1 Delivery of Stock Certificates Representing the Shares. The Seller
will deliver to the Buyer, upon the filing of the Amendment, the original stock
certificate(s) representing the Shares.
5.2 Authority. Any actions required to be taken by, or on the part of
the Company to authorize the consummation of the transactions contemplated
hereby, shall have been duly and validly taken by the Board of Directors of the
Company.
6. COVENANTS OF THE COMPANY.
6.1 Amendment to Organizational Documents. The Company covenants and
agrees, as soon as practicable, to amend its organizational documents to
authorize the issuance of 100,000,000 shares of common stock and 5,000,000
shares of preferred stock.
7. MISCELLANEOUS.
7.1 Costs. Each party hereto shall bear, pay and discharge all of its
respective expenses incurred in connection with the execution and performance of
this Agreement, except as otherwise provided specifically herein.
7.2 Successors and Assigns; Amendment and Waiver; Third Parties. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective executors, administrators, heirs, successors and
assigns of the parties. The provisions of this Agreement may not be amended or
waived except by a written instrument signed by each of the parties hereto.
Except as expressly provided herein, nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties hereto,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.
7.3 Governing Law and Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of
California. The parties irrevocably (i) submit to the exclusive jurisdiction of
the state courts of the State of California over any action or proceeding
arising out of a breach of this Agreement, (ii) agree that all claims in respect
of such action or proceeding may be heard and determined in such courts, (iii)
waive, to the fullest extent they may effectively do so, the defense of an
inconvenient or inappropriate forum to the maintenance of such action or
proceeding, (iv) agree that any communication given in accordance with Section
7.6, to the fullest extent permitted by law, shall be taken and held to be valid
personal service and personal delivery to such party for the purposes set forth
in this Section, and (v) waive any defense based on lack of personal
jurisdiction for any such purpose.
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7.4 Legal Action and Fees. In the event of any controversy, claim or
dispute between the parties hereto arising out of or relating to this Agreement,
the prevailing party shall be entitled to recovery from the non-prevailing party
its reasonable expenses, including but not limited to its reasonable attorneys'
fees.
7.5 Headings. The headings of the sections of this Agreement are for
convenience only and shall not determine the interpretation of this Agreement.
7.6 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery, 24
hours after transmission by telecopy, telex, or five (5) days after deposit in
the United States mail by registered or certified mail, addressed as set forth
below or at such other address as such party may designate by ten (10) days'
advance written notice to the other party:
If to Seller: National Health and Safety Corporation
730 Louis Drive
Warminster, Pennsylvania 18974
ATTENTION: DENNIS BOWERS
If to Buyer: DENNIS J. HAWK
C/O STEIN, PERLMAN & HAWK
9000 Sunset Boulevard, Suite 500
Los Angeles, California 90069
7.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.8 Legal Advice. The parties hereby acknowledge that they have received
independent legal advice from attorneys of their choice with respect to the
advisability of executing this Agreement and the related documents affecting
this transaction. Prior to the execution of this Agreement, each of the parties'
attorney reviewed this Agreement and discussed the Agreement with such party,
and each party made all desired changes. Each of the parties and their attorneys
have made such investigation of the facts pertaining to this Agreement and all
of the matters appertaining thereto as they deemed necessary. Each of the
parties certifies that it has read this Agreement, and fully understands this
Agreement and that it has executed it voluntarily, free of any duress, force or
undue influence of any party or any person.
7.9 Integration. The making, execution and delivery of this Agreement by
the parties hereto has not been induced by any representations, statements,
warranties or agreements other than those specifically expressed in this
Agreement. This Agreement embodies the entire understanding of the parties
hereto with respect to the subject matter hereof. Other than the terms expressly
set forth in this Agreement, there are no other agreements or understandings,
written or oral, in effect between the parties relating to the capital stock
which is the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of
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the date first set forth above.
SELLER: NATIONAL HEALTH AND SAFETY CORPORATION
By: /s/ DENNIS BOWERS
_________________________________
Dennis Bowers
Its: President
BUYER:
By: /s/ DENNIS J. HAWK
____________________________________
Dennis J. Hawk
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