_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 10, 1997
JUNO ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
STATE OF NEVADA 33-81666 13-3690905
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
3323 Watt Avenue, Suite 150 , Sacramento, California 95821
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 916-442-0400
<PAGE>2
Item 1. CHANGES IN CONTROL OF REGISTRANT;
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 10, 1997, Juno Acquisitions, Inc., a Nevada corporation
("Juno"), effected a "Plan And Agreement Of Reorganization" (the
"Reorganization Agreement") with LK Global Information Systems, BV, a
Netherlands corporation ("LK Global"). Pursuant to the terms of the
Reorganization Agreement, Juno acquired 100% of LK Global's issued and
outstanding capital stock, in exchange for 12,845,000 shares of Juno's
voting common stock, par value $0.001 per share, and 1,925,000 shares of
preferred stock, par value $0.001 per share.
As a result of the Reorganization, LK Global is now a wholly-owned
subsidiary of Juno. LK Global (Holdings) N.V., the principal shareholder
of LK Global, now beneficially owns 9,915,425 shares of common stock of
Juno representing 66.6% of Juno's outstanding voting shares. LK Global
(Holdings) N.V., a Netherlands corporation, is controlled by Dr. Kyprianou.
In addition, effective as of the closing date under the Reorganization
Agreement, Gary Takata resigned as the sole director of Juno and was
replaced by Dr. Kyprianou. The new Board immediately appointed Dr.
Kyprianou as the Chief Executive Officer of Juno.
LK Global is the parent company of various international entities with
operations in the United States, the United Kingdom, Ireland, India,
Cyprus, and Mexico that develop and support a comprehensive range of
integrated information technology software applications to a growing number
of companies in the construction, hospitality, healthcare, financial, and
manufacturing industries throughout the world.
Juno currently contemplates changing its name to AremisSoft
Corporation and will be mailing proxies to its shareholders in connection
therewith.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(1) The Financial statements of LK Global will be filed by
amendment within 60 days.
(c) EXHIBITS.
2.1 Copy of the Reorganization Agreement and Addendum thereto.
<PAGE>3
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Pursuant to the Reorganization Agreement involving Juno and LK Global,
Juno issued 12,845,000 shares of its voting common stock, par value $0.001
per share, and 1,925,000 shares of preferred stock, par value $0.001 per
share. The Juno shares were issued to approximately 360 institutions and
individuals in exchange for their shares in LK Global. All of the
purchasers were Non-U.S. Persons as defined in Regulation S. The Juno
shares issued in connection with the Reorganization Agreement were exempt
from registration upon reliance upon Regulation S.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: October 27, 1997 JUNO ACQUISITIONS, INC.
By: DR. LYCOURGOS K. KYPRIANOU
Dr. Lycourgos K. Kyprianou
Chief Executive Officer
EXHIBIT 2.1
PLAN AND AGREEMENT OF REORGANIZATION
BETWEEN
JUNO ACQUISITIONS, INC.
AND
LK GLOBAL INFORMATION SYSTEMS, BV
AND
SHAREHOLDERS OF LK GLOBAL INFORMATION SYSTEMS, BV
DATED SEPTEMBER 30, 1997
<PAGE>i
TABLE OF CONTENTS
TRANSFER OF LK GLOBAL SHARES ................................. 1
1.1 Delivery of LK Global Shares ....................... 1
ISSUANCE OF JUNO STOCK TO LK GLOBAL SHAREHOLDERS ............ 2
2.1 Issuance and Delivery of Exchange Stock. ........... 2
2.2 No Lien or Encumbrances on Exchange Stock. ......... 2
2.3 Restrictions on the Exchange Stock. ................ 2
REGISTRATION RIGHTS .......................................... 3
3.1 Registration ....................................... 3
CLOSING ...................................................... 7
4.1 Closing of Transaction; Closing Date. .............. 7
4.2 LEFT INTENTIONALLY BLANK. .......................... 7
4.3 Deliveries on the Closing Date by LK Global. ....... 7
4.4 Deliveries on the Closing Date by Juno to LK Global. 8
4.5 Deliveries on the Closing Date by Juno to LK Global
Shareholders........................................ 9
4.6 Filings; Cooperation. .............................. 9
REPRESENTATIONS AND WARRANTIES BY LK GLOBAL .................. 9
5.1 Representations and Warranties of LK Global. ....... 9
5.2 Disclosure. ........................................ 13
REPRESENTATIONS AND WARRANTIES BY JUNO ....................... 14
6.1 Representations and Warranties of Juno. ............ 14
6.2 Disclosure. ........................................ 17
CONDUCT OF PARTIES PENDING CLOSING ........................... 17
7.1 Conduct of LK Global Business Pending Closing. ..... 17
7.2 Conduct of Juno Pending Closing. ................... 17
CONDITIONS PRECEDENT TO CLOSING .............................. 19
8.1 Conditions Precedent to Closing. ................... 19
ADDITIONAL COVENANTS OF THE PARTIES .......................... 20
9.1 Securities Law Filings Undertaking. ................ 20
9.2 Future Equity/ Convertible Debt Financings. ........ 21
9.3 Cooperation. ....................................... 21
9.4 Expenses. .......................................... 21
9.5 Publicity. ......................................... 21
9.6 Confidentiality. ................................... 21
<PAGE>ii
TERMINATION .................................................. 22
10.1 Mutual Termination. ................................ 22
10.2 Termination upon Breach. ........................... 22
10.3 Termination by LK Global. .......................... 22
10.4 "Bust Up" Fee. ..................................... 22
SURVIVAL OF REPRESENTATIONS AND WARRANTIES ................... 22
11.1 As to LK Global. ................................... 22
11.2 As to Juno. ........................................ 23
MISCELLANEOUS ................................................ 23
12.1 Entire Agreement, Amendments. ...................... 23
12.2 Binding Agreement. ................................. 23
12.3 Indemnification .................................... 23
12.4 Attorneys' Fees. ................................... 24
12.5 Severability. ...................................... 24
12.6 Governing Law. ..................................... 24
12.7 Notices. ........................................... 24
12.8 Counterparts; Signatures. .......................... 25
EXHIBITS
Exhibit A-- Shareholder Certificate
Exhibit B-- Stock Purchase Agreement (Crijen, Ltd.)
Exhibit C-- List of Shares to be Returned by Certain Juno Shareholders
Exhibit D-- List of LK Global Shareholders to execute Lock-up Agreements
Exhibit E-- Form of Eighteen-month Lock-up Agreement
Exhibit F-- Escrow Agreement
Exhibit G-- Preference Share Subscribers
.............................................................. 26
SCHEDULE LIST ................................................ 27
<PAGE1
PLAN AND AGREEMENT OF REORGANIZATION
This PLAN AND AGREEMENT OF REORGANIZATION ("Agreement") is entered
into as of this 30th day of September, 1997, by and between Juno
Acquisitions, Inc., a Nevada corporation ("Juno"), and LK Global
Information Systems, BV, a Netherlands corporation ("LK Global").
PLAN OF REORGANIZATION
The transaction contemplated by this Agreement is intended to be a
"tax free" exchange (the "Share Exchange" or "Reorganization") as
contemplated by the provisions of Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended. However, no representation is made nor
has an opinion been obtained that the transaction qualifies for Section
368(a)(1)(B) treatment. Juno will offer to acquire 100% of LK Global's
issued and outstanding capital stock, including Ordinary Shares, par value
$0.65 per share, and Preference Shares, par value $0.65 per share (the "LK
Global Stock" or the "LK Global Shares"), in exchange for 12,845,000 shares
of Juno's voting common stock, par value $0.001 per share and 1,925,000
shares of preferred stock, par value $0.001 per share, which does not
include preferred stock underlying certain warrants which are to be issued
pursuant to Section 8.1(d) below, to acquire LK Global's Preference Shares
on a one-for-one basis (the "Exchange Stock"). Upon the consummation of
the exchange transaction and the issuance and transfer of the Exchange
Stock as set forth in Section 2 hereinbelow, LK Global will be a wholly-
owned subsidiary of Juno.
AGREEMENT
SECTION 1
TRANSFER OF LK GLOBAL SHARES
1.1 DELIVERY OF LK GLOBAL SHARES. All LK Global Shareholders as of
the closing date as such term is defined in Section 4.1 hereof (the
"Closing Date"), shall transfer, assign, convey and deliver to Juno, at the
Closing, as such term is defined in Section 4.1 hereof (the "Closing"),
certificates representing 100% of the shares of the LK Global Stock. The
transfer of all LK Global Shares shall be made free and clear of all liens,
mortgages, pledges, encumbrances or charges, whether disclosed or
undisclosed, except as any LK Global shareholder and Juno shall have
otherwise agreed in writing prior to the Closing.
<PAGE>2
SECTION 2
ISSUANCE OF JUNO STOCK
TO LK GLOBAL SHAREHOLDERS
2.1 ISSUANCE AND DELIVERY OF EXCHANGE STOCK. As consideration for
the transfer, assignment, conveyance and delivery of the LK Global Shares
hereunder, on the Closing Date, or as soon as practical thereafter, Juno
shall deliver to the LK Global Shareholders an aggregate of 12,845,000
shares of Juno voting common stock for all shares of LK Global Ordinary
Shares outstanding immediately prior to the Closing Date, plus one share of
Juno voting preferred stock for each one share of LK Global Preference
Shares outstanding immediately prior to the Closing Date (the "Exchange
Stock").
2.2 NO LIEN OR ENCUMBRANCES ON EXCHANGE STOCK. The issuance of the
Exchange Stock shall be made free and clear of all liens, mortgages,
pledges, encumbrances or charges, whether disclosed or undisclosed, except
as the LK Global Shareholders and Juno shall have otherwise agreed in
writing. As provided herein and immediately prior to the Closing Date,
Juno shall have issued and outstanding not more than 90,100 shares of Juno
Common Stock.
2.3 RESTRICTIONS ON THE EXCHANGE STOCK. None of the Exchange Stock
issued to the LK Global Shareholders shall, at the time of Closing, be
registered under federal or state securities laws but, rather, the Exchange
Stock shall be issued pursuant to an exemption therefrom. All of such
shares shall bear a legend worded substantially as follows:
"THE SECURITIES WHICH ARE THE SUBJECT OF THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT")
OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THEY MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS
(AS THAT TERM IS DEFINED IN REGULATION S UNDER THE ACT), UNLESS
THEY ARE REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE
STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION FROM REGISTRATION
REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY."
Juno's transfer agent shall annotate its records to reflect the
restrictions on transfer embodied in the legend set forth above. There
shall be no requirement that Juno register the Exchange Stock under the
Securities Act of 1933, as amended (the "Securities Act"), except as set
<PAGE>3
forth in this Agreement, nor shall LK Global or the LK Global Shareholders
be required to register any LK Global Shares under the Securities Act.
SECTION 3
REGISTRATION RIGHTS
3.1 REGISTRATION. Juno will grant to the LK Global Shareholders
registration rights, as follows, which shall be assignable upon transfer of
the Exchange Stock and may be exercised in the event that the Exchange
Stock delivered pursuant to this Agreement shall be deemed "restricted
securities," as that term is defined in Rule 144 as promulgated by the US
Securities and Exchange Commission ("SEC") under the Securities Act.
(a) DEMAND REGISTRATION. After 120 days from the Closing, Juno
shall promptly initiate a registration with respect to all or a part of the
Exchange Stock and the Juno common stock underlying the Juno Preferred
Stock (hereinafter referred to as the "Registrable Securities") to be
received in the Reorganization. In this respect, and in connection with
all Registrable Securities, Juno will:
(i) as soon as practicable, use its best efforts to effect
such registration (including, without limitation, the execution of an
undertaking to file post-effective amendments, and appropriate compliance
with applicable regulations issued under the Securities Act and applicable
state securities laws) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such
Registrable Securities;
(ii) The holders of Registrable Securities ("Holders")
shall be entitled to only one (1) registration pursuant to this Section 3.1
which has been declared or ordered effective by the SEC;
(iii) Such registration shall be on Form S-3 as designated
by the SEC, to the extent Juno meets the applicable requirements under the
Securities Act; otherwise Juno will use Form S-1.
The registration statement filed pursuant to this Agreement may,
subject to the provisions set forth below, include other securities of Juno
which are held by persons who, by virtue of agreements with Juno, are
entitled to include their securities in any such registration ("Other
Registrable Securities"), and Juno shall have the right to include
securities in such registration for its own account.
<PAGE>4
If Holders intend to distribute the Registrable Securities
covered by their request by means of an underwriting ("Initiating
Holders"), they shall so advise Juno as soon as possible. The right of any
Holder to registration pursuant to Section 3.1 shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting (unless otherwise
mutually agreed by a majority in interest of the Initiating Holders and
such Holder with respect to such participation and inclusion) to the extent
provided herein. A Holder may elect to include in such underwriting all or
a part of the Registrable Securities he holds.
If Juno shall request inclusion of its securities in any
registration pursuant to Section 3.1, or if holders of Other Registrable
Securities request such inclusion, securities of Juno and holders of Other
Registrable Securities may be included in the underwriting conditioned on
their acceptance of the further applicable provisions of this Section.
Juno shall (together with all Holders, officers, directors, and holders of
Other Registrable Securities proposing to distribute their securities
through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for such underwriting by a majority in interest of the Holders and
acceptable to Juno (which acceptance shall not be unreasonably withheld or
delayed). Notwithstanding any other provision of this Section 3.1, if the
representative advises the Holders in writing that marketing factors
require a limitation on the number of shares to be underwritten, the
securities of Juno held of record by officers or directors (other than
Registrable Securities or Other Registrable Securities) of Juno shall be
excluded from such registration to the extent so required by such
limitation, and if a limitation of the number of shares is still required,
then the securities of Juno shall be excluded from such registration to the
extent so required by such limitation, and if a limitation of the number of
shares is still required, then the Other Registrable Securities shall be
excluded from such registration to the extent so required by such
limitation, and if a limitation is still required, the number of shares
that may be included in the registration and underwriting shall be
allocated among all Holders of Registrable Securities in proportion, as
nearly as practicable, to the respective amounts of Registrable Securities
which such Holders requested to be included in such registration at the
time of filing the registration statement. No Registrable Securities or
any other securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration.
If any holder of Registrable Securities, Other Registrable Securities, or
any officer or director who has requested inclusion in such registration as
<PAGE>5
provided above disapproves of the terms of the underwriting, such person
may elect to withdraw therefrom by written notice to Juno, the underwriter
and the Initiating Holders. The securities so withdrawn shall also be
withdrawn from registration.
(b) EXPENSES OF REGISTRATION. All expenses with respect to
registration of the Registrable Securities incurred in connection with any
registration, qualification or compliance pursuant to this Section 3.1
shall be borne by Juno. All expenses with respect to selling the
securities shall be borne by the holders of the securities so registered,
pro rata on the basis of the number of their shares so registered.
(c) REGISTRATION PROCEDURES. In the case of each registration
effected by Juno pursuant to this Section, Juno will keep each Holder
advised in writing as to the initiation of each registration and as to the
completion thereof. At its expense, Juno will:
(i) Keep such registration effective for a period of one
hundred eighty (180) days or until the Holder or Holders have completed the
distribution described in the registration statement relating thereto,
whichever first occurs; provided, however, that in the case of any
registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such one hundred eighty (180) day
period shall be extended, if necessary, to keep the registration statement
effective until all such Registrable Securities are sold, provided that
Rule 415, or any successor rule under the Securities Act, permits an
offering on a continuous or delayed basis, and provided further that
applicable rules under the Securities Act governing the obligation to file
a post-effective amendment, permit, in lieu of filing a post-effective
amendment which (y) includes any Prospectus required by Section 10(a)(3) of
the Securities Act or (z) reflects facts or events representing a material
or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be
included in clause (y) and (z) above to be contained in periodic reports
filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, in the registration statement;
(ii) Furnish such number of prospectuses, including a
summary or a preliminary prospectus, and other documents incident thereto
as each Holder from time to time may reasonably request;
(iii) In connection with any underwritten offering pursuant
to a registration statement filed pursuant to Section 3.1 hereof, Juno will
enter into any underwriting agreement reasonably necessary to effect the
<PAGE>6
offer and sale of the securities, provided such underwriting agreement
contains customary underwriting provisions and provided further that if the
underwriter so requests the underwriting agreement will contain customary
indemnification and contribution provisions;
(iv) Use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable (but not more than 18 months)
after the effective date of the registration statement, an earnings
statement which shall satisfy the provisions of Section 11(a) of the
Securities Act, and the rules and regulations promulgated thereunder;
(v) Use its best efforts to list such Registrable
Securities on any securities exchange on which any equity security of Juno
is then listed, if such Registrable Securities are not already so listed
and if such listing is then permitted under the rules of such exchange, and
to provide a transfer agent and registrar for such Registrable Securities
covered by such registration statement not later than the effective date of
such registration statement;
(vi) Furnish to each seller of Registrable Securities
included in such registration such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of
the Securities Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by
such sellers;
(vii) Make available at Juno's offices for inspection by
any seller of such Registrable Securities covered by such registration
statement, by any underwriter participating in any disposition to be
effected pursuant to such registration statement and by any attorney,
accountant or other agent retained by any such seller or any such
underwriter, all financial and other records, corporate documents and
properties of Juno material to such registration, and cause all of Juno's
officers, directors and employees to supply all information material to
such registration reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration
statement;
(viii) Furnish or cause to be furnished to each seller of
Registrable Securities covered by such registration statement, a copy of
the opinion of counsel for Juno, and a copy of the "comfort" letter signed
by the independent public accounts who have certified Juno's financial
statements included in the registration statement, delivered on the closing
date to the underwriters of such Registrable Securities; and
<PAGE>7
(ix) In the event of the issuance of any stop order
suspending the effectiveness of any registration statement or of any order
suspending or preventing the use of any prospectus or suspending the
qualification of any Registrable Securities for sale in any jurisdiction,
use its best efforts promptly to obtain its withdrawal.
SECTION 4
CLOSING
4.1 CLOSING OF TRANSACTION; CLOSING DATE. The Closing of the Share
Exchange (the "Closing") shall take place when all of the conditions
precedent provided for in Section 8.1 shall have been satisfied or waived
and all deliveries provided for in Section 4 have been made (the "Closing
Date"), unless another date shall be mutually agreed upon by the parties.
The Closing shall take place simultaneously at the offices of Bartel Eng
Linn & Schroder, 300 Capitol Mall, Suite 1100, Sacramento, CA and at the
offices of Grushko & Mittman, 277 Broadway, Suite 801, New York, NY.
4.2 LEFT INTENTIONALLY BLANK.
4.3 DELIVERIES ON THE CLOSING DATE BY LK GLOBAL. LK Global shall
deliver or cause to be delivered to Juno the following on or before the
Closing Date:
(a) a copy of the minutes and/or consent of LK Global's sole
shareholder and its board of directors authorizing LK Global to take
the necessary steps toward Closing the transaction described by this
Agreement;
(b) a copy of the Amendment to the Articles filed in late
September as evidence of the valid existence of LK Global;
(c) official copies of LK Global's Articles and Bylaws, as
amended to date, in Dutch if necessary;
(d) an disclosure (director/officer) questionnaire executed by
Dr. Kyprianou;
(e) a legal opinion from Bartel Eng Linn & Schroder to Juno that
the offer, sale and issuance of the Exchange Stock is exempt from the
registration requirements of the Securities Act, and the Exchange
Stock will be eligible for resale in markets outside the United States
to non-U.S. Persons pursuant to the provisions of Regulation S;
<PAGE>8
(f) copies of LK Global's audited financial statements for the
years ended December 31, 1995 and December 31, 1996, and unaudited
financial statements for the period ended June 30, 1997, certified to
be true and complete copies;
(g) share certificates representing 12,845,000 shares of LK
Global Ordinary Shares, sufficiently endorsed by stock powers for
transfer to Juno pursuant to the terms and conditions of this
Agreement;
(h) share certificates representing 1,925,000 shares of LK
Global Preference Shares, sufficiently endorsed by stock powers for
transfer to Juno pursuant to the terms and conditions of this
Agreement;
(i) copies of the Lock-up Agreements required by Section 8.1(h)
below;
(j) a certificate signed by LK Global's Chief Executive Officer
dated as of the Closing Date stating that LK Global is capable of
timely producing the financial statements and other information
required by Regulation SB to be included in SEC Form 8-K; and
(k) a certificate signed by LK Global's Chief Executive Officer
dated as of the Closing Date stating that all of LK Global's
representations and warranties set forth in this Agreement are true
and correct and that all of the conditions of this Agreement
applicable to the Closing Date have been satisfied or waived.
4.4 DELIVERIES ON THE CLOSING DATE BY JUNO TO LK GLOBAL. Juno shall
deliver, or cause to be delivered, to LK Global the following on or before
the Closing Date:
(a) a copy of the minutes and/or consents of Juno's Board of
Directors authorizing Juno to take the necessary steps toward Closing
the transaction described by this Agreement;
(b) a copy of a Certificate of Good Standing for Juno issued not
more than thirty days prior to the Closing by the Nevada Secretary of
State;
(c) a list of shareholders of record of Juno as of September 30,
1997 certified by Juno's transfer agent;
(d) a certificate signed by Juno's Chief Executive Officer dated
as of the Closing Date stating that all of Juno's representations and
<PAGE>9
warranties set forth in this Agreement are true and correct and that
all of the conditions of this Agreement applicable to the Closing Date
have been satisfied or waived.
4.5 DELIVERIES ON THE CLOSING DATE BY JUNO TO LK GLOBAL SHAREHOLDERS.
Juno shall deliver, or cause to be delivered, irrevocable instructions to
its transfer agent to issue to the LK Global Shareholders certificates
representing the Exchange Stock, each in the appropriate denomination, as
requested by the LK Global Shareholders, in the aggregate amount of
12,845,000 shares of Common Stock and 1,925,000 shares of Preferred Stock.
4.6 FILINGS; COOPERATION. LK Global and Juno shall, on request and
without further consideration, cooperate with one another by furnishing or
using their best efforts to cause others to furnish any additional
information and/or executing and delivering or using their best efforts to
cause others to execute and deliver any additional documents and/or
instruments, and doing or using their best efforts to cause others to do
any and all such other things as may be reasonably required by the parties
or their counsel to consummate or otherwise implement the transactions
contemplated by this Agreement.
SECTION 5
REPRESENTATIONS AND WARRANTIES BY LK GLOBAL
5.1 REPRESENTATIONS AND WARRANTIES OF LK GLOBAL. Subject to the
schedules, attached hereto and incorporated herein by this reference,
(which schedules shall be acceptable to Juno), LK Global on behalf of
itself and its subsidiaries on a consolidated basis represents and warrants
to Juno as follows:
(a) ORGANIZATION AND GOOD STANDING. LK Global and its
subsidiaries are legal business entities duly organized, validly existing
and in good standing under the laws of their respective jurisdictions, and
have all requisite power and authority to own or lease properties and to
carry on business as now being conducted and as proposed to be conducted.
LK Global and its subsidiaries are duly qualified and in good standing in
each jurisdiction in which the nature of their properties, assets or
business requires such qualification.
(b) CAPITALIZATION. LK Global's authorized capital stock
consists of 25,000,000 shares, 20,000,000 of which are Ordinary Shares,
$0.65 par value, of which 12,845,000 are issued and currently outstanding
or will be issued and outstanding as of the Closing Date, and 5,000,000 of
which are Preference Shares, $0.65 par value, of which 1,925,000 are issued
and currently outstanding, or will be issued and outstanding as of the
<PAGE>10
Closing Date. All of such outstanding shares are validly issued, fully
paid and non-assessable. Other than the securities disclosed under this
Section 5.1(b), LK Global and its subsidiaries do not have any equity
securities or instruments convertible into equity authorized, issued or
outstanding.
(c) AUTHORITY TO EXECUTE AGREEMENT. The sole shareholder of LK
Global and LK Global's board of directors, pursuant to the power and
authority legally vested in it, has duly authorized the execution and
delivery by LK Global of this Agreement, and has duly agreed to each of the
transactions hereby contemplated. LK Global has the power and authority to
execute and deliver this Agreement, to approve the transactions hereby
contemplated and to take all other actions required to be taken by it
pursuant to the provisions hereof. LK Global has taken all actions
required by law, its Articles of Incorporation, as amended, or otherwise to
authorize the execution and delivery of this Agreement. This Agreement is
valid and binding upon LK Global in accordance with its terms. Neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or breach of
the Articles of Incorporation, as amended, or the Bylaws, as amended, of LK
Global, or any agreement, stipulation, order, writ, injunction, decree,
law, rule or regulation applicable to LK Global.
(d) SUBSIDIARIES. Except as set forth in Schedule 5.1(d), LK
Global has no subsidiaries and no other material investments, directly or
indirectly, or other material financial interest in any other corporation
or business organization, joint venture or partnership of any kind
whatsoever. Unless otherwise indicated in Schedule 5.1(d), LK Global owns
100% of the subsidiaries listed. Except as set forth in Sections 5.1(j)
and 5.1(k) below, LK Global is the legal and beneficial owner free of any
liens and encumbrances of all the issued and outstanding stock of the
subsidiaries and no other party has any right to assert an interest,
inchoate or otherwise, in any shares of capital stock of the subsidiaries
or in the ownership of the subsidiaries. The subsidiaries have no
outstanding commitments, subscriptions, options, warrants, call demands,
convertible securities or other instruments, arrangements or agreements of
any character or nature (either firm or conditional) under which the
subsidiaries are or may be obligated to issue, redeem or repurchase any
equity securities or obligations convertible into or exchangeable for any
equity securities.
(e) STOCKHOLDERS' EQUITY. LK Global has conducted its business
such that its stockholders' equity (without adjustment for the amortization
of goodwill) at the Closing is equal to or greater than its stockholders'
equity on September 15, 1997.
<PAGE>11
(f) NON-US PERSONS. None of the shareholders of LK Global are
"US Persons" as such term is defined in Rule 902(o) of Regulation S. LK
Global has received, or will receive prior to, and as a condition to,
issuance of Juno shares, representations from its Common Stock shareholder
as set forth in Exhibit A to the effect that such shareholder meets the
requirements of Regulation S. Upon subscription, LK Global has received
such representations from the investors in the Preferred Stock.
(g) STOCK FREE FROM ENCUMBRANCES. The sole shareholder of the
Ordinary Shares, the subscribers to the Preference Shares and Alpha
Capital, the placement agent who holds a contract right to receive the
Preference Shares of LK Global are the legal and beneficial owners of the
LK Global Shares, subscription rights or contract rights, respectively,
free of any liens and encumbrances, and no other party has any right to
assert an interest, inchoate or otherwise, in any of the LK Global Shares,
subscription rights or contract rights, respectively. Notwithstanding the
foregoing, it is the intention of the sole shareholder of LK Global to
transfer a portion of its shares of Exchange Stock after the Closing to the
persons and entities set forth in Schedule 5.1(g).
(h) FINANCIAL STATEMENTS. Subject to the limitations set forth
in LK Global's financial statements to be delivered pursuant to Section
4.3(f), such financial statements are true, complete and correct, in all
material respects are in accordance with the books and records of LK
Global, have been prepared in accordance with United Kingdom generally
accepted accounting principles, applied on a basis consistent with prior
accounting periods, and present fairly the financial position and the
results of operations and changes in financial positions for the periods
indicated. The books of account of LK Global fully and fairly reflect all
of the material transactions of LK Global.
(i) MARKETABLE TITLE. Except as set forth in the financial
statements of LK Global referenced in Section 4.3(f), and Sections 5.1(j)
and 5.1(k) below, LK Global and its subsidiaries have good and marketable
title to all of their material properties and assets, free and clear of any
imperfection of title, security interest, lien, claim or encumbrance of any
kind except for the lien of taxes not yet due and payable, and assets or
properties held under valid and subsisting leases which are in full force
and effect and which LK Global and its subsidiaries are not in default with
or without notice or lapse of time.
(j) ABSENCE OF CERTAIN CHANGES. Since the date of the most
recent unaudited financial statements specified in Section 4.3(f) above, to
the best of its knowledge, there has been no material change in LK Global's
<PAGE>12
financial condition, assets or liabilities.
(k) ABSENCE OF UNDISCLOSED LIABILITIES. Except for accounts
payable and other liabilities as disclosed in LK Global's financial
statements to be delivered pursuant to Section 4.3(f), LK Global has no
other liabilities, other than those incurred in the ordinary course of
business, secured or unsecured and whether accrued, absolute, contingent,
direct, indirect or otherwise, which would be individually, or in the
aggregate, material to the results of operations or financial condition of
LK Global as of the Closing Date.
(l) LITIGATION. There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, governmental or regulatory
body or arbitration tribunal against LK Global, its subsidiaries, or the
properties of either. There are no actions, suits or proceedings pending,
or, to the knowledge of LK Global, threatened against or affecting LK
Global, any of its officers or directors relating to their positions as
such, its subsidiaries, or any of its properties, at law or in equity, or
before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic
or foreign, in connection with the business, operations or affairs of LK
Global or its subsidiaries which might result in any material adverse
change in the operations or financial condition of LK Global, or which
might prevent or materially impede the consummation of the transactions
under this Agreement.
(m) TAX MATTERS. Except as set forth in LK Global's financial
statements to be delivered pursuant to Section 4.3(f), all federal,
foreign, state and local tax returns, reports and information statements
required to be filed by or with respect to the activities of LK Global and
its subsidiaries have been filed for all the years and periods for which
such returns and statements were due, including extensions thereof. LK
Global and its subsidiaries have not incurred any liability with respect to
any federal, foreign, state or local taxes except in the ordinary and
regular course of business. Except as set forth in LK Global's financial
statements to be delivered pursuant to Section 4.3(f), LK Global or its
subsidiaries are not delinquent in the payment of any such tax or
assessment, and no deficiencies for any amount of such tax have been
proposed or assessed.
(n) COMPLIANCE WITH LAWS. To the best of its knowledge, the
operations and affairs of LK Global and its subsidiaries do not violate any
law, ordinance, rule or regulation currently in effect, or any order, writ,
injunction or decree of any court or governmental agency, the violation of
<PAGE>13
which would substantially and adversely affect the business, financial
condition or operations of LK Global.
(o) OPERATING AUTHORITIES. To the best of its knowledge, LK
Global and its subsidiaries have all material operating authorities,
governmental certificates and licenses, permits, authorizations and
approvals ("Permits") required to conduct its business as presently
conducted. Except as otherwise disclosed in this Agreement, during the
last 2 years, there has not been any notice or adverse development
regarding such Permits; such Permits are in full force and effect; no
material violations are or have been recorded in respect of any Permit; and
no proceeding is pending or threatened to revoke or limit any Permit.
(p) BOOKS AND RECORDS. The books and records of LK Global and
its subsidiaries on a consolidated basis are complete and correct, are
maintained in accordance with good business practice and accurately present
and reflect, in all material respects, all of the transactions therein
described, and there have been no transactions involving LK Global and its
subsidiaries on a consolidated basis which properly should have been set
forth therein and which have not been accurately so set forth.
(q) SECURITIES LAWS FILINGS. LK Global is unaware of any fact
relating to LK Global which would prevent Juno's compliance with the
filings requirements pursuant to United States Federal or State securities
laws.
(r) MINUTES. The Minutes of LK Global as delivered to Juno
contains complete and correct records of all meetings and other corporate
actions of the Boards of Directors (including any committee established by
the Directors) and the shareholders of LK Global, as maintained by it, and
is maintained pursuant to the requirements of the jurisdictions of its
incorporation.
5.2 DISCLOSURE. LK Global has disclosed all events, conditions and
facts materially affecting the business and prospects of LK Global. LK
Global has not withheld knowledge of any such events, conditions or facts
which LK Global knows, or has reasonable grounds to know, may materially
affect LK Global's business and prospects. No representation or warranty
by LK Global in this Agreement nor any certificate, exhibit, schedule or
other written document or statement, furnished to Juno by LK Global in
connection with the transactions contemplated by this Agreement contains or
will contain any untrue statement of a material fact or omits or will omit
to state a material fact necessary to be stated in order to make the
statements contained herein or therein not misleading.
<PAGE>14
SECTION 6
REPRESENTATIONS AND WARRANTIES BY JUNO
6.1 REPRESENTATIONS AND WARRANTIES OF JUNO. Juno represents and
warrants to LK Global as follows:
(a) ORGANIZATION AND GOOD STANDING. Juno is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada and has full corporate power and authority to own or lease
its properties and to carry on its business as now being conducted and as
proposed to be conducted.
(b) CAPITALIZATION. Juno's authorized capital stock consists of
75 million shares of $0.001 par value Common Stock (referred to above as
"Juno Common Stock"), of which 813,590 are currently outstanding and 90,100
will be issued and outstanding as of the Closing Date and held by
approximately 45 shareholders, and 15 million of which are preferred stock,
$0.001 par value, of which none are issued and currently outstanding or
will be issued and outstanding as of the Closing Date. Schedule 6.1(b)
sets forth the names and share ownership of each Juno shareholder owning
over 5% of Juno's outstanding common stock as of the date of this
Agreement. There are no authorized and/or outstanding options and/or
warrants for Juno Common Stock and no other equity securities or debt
obligations of Juno authorized, issued or outstanding and there is no other
outstanding options, warrants, agreements, contracts, calls, commitments or
demands of any character, preemptive or otherwise, other than this
Agreement, relating to any Juno stock, and there is no outstanding security
of any kind convertible into Juno stock.
(c) AUTHORITY TO EXECUTE AGREEMENT. The Board of Directors of
Juno, pursuant to the power and authority legally vested in it, has duly
authorized the execution and delivery by Juno of this Agreement, and has
duly agreed to each of the transactions hereby contemplated. Juno has the
power and authority to execute and deliver this Agreement, to approve the
transactions hereby contemplated and to take all other actions required to
be taken by it pursuant to the provisions hereof. Juno has taken all
actions required by law, its Articles of Incorporation, as amended, or
otherwise to authorize the execution and delivery of this Agreement. This
Agreement is valid and binding upon Juno. Neither the execution and
delivery of this Agreement nor the consummation of the transactions
contemplated hereby will constitute a violation or breach of the Articles
of Incorporation, as amended, or the Bylaws, as amended, of Juno, or any
agreement, stipulation, order, writ, injunction, decree, law, rule or
regulation applicable to Juno.
<PAGE>15
(d) SUBSIDIARIES. Juno has only one subsidiary, Crijen Ltd., a
New Brunswick corporation, which may be disposed of prior to the Closing
pursuant to the Stock Purchase Agreement attached hereto as Exhibit B.
Juno has no other investments, directly or indirectly, or other financial
interest in any other corporation or business organization, joint venture
or partnership of any kind whatsoever.
(e) FINANCIAL STATEMENTS. Juno will deliver to LK Global, prior
to the Closing Date, copies of Juno's audited financial statements for the
year ended December 31, 1996, and unaudited financial statements for the
quarter ended June 30, 1997, both of which, to the best of its knowledge,
are true and complete and have been prepared in accordance with generally
accepted accounting principles.
(f) NO DIRECTED SELLING EFFORTS NOR OFFERS. Juno has not
offered the Preferred Shares to any person in the United States or to any
"U.S. Person" nor has it conducted any "directed selling efforts" with
respect to the Preferred Shares as these terms are defined in SEC
Regulation S.
(g) ABSENCE OF CERTAIN CHANGES. Except as set forth in Schedule
6.1(g), since the date of the most recent unaudited financial statements in
Juno's Form 10-Q for the quarter ended June 30, 1997, to the best of its
knowledge, there has been no material change in Juno's financial condition,
assets or liabilities.
(h) ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth in
Schedule 6.1(h) or to the extent reflected in Juno's most recent financial
statements in Juno's Form 10-Q for the quarter ended June 30, 1997, Juno
has no knowledge of any other liabilities, as of the Closing Date, of any
nature, whether accrued, absolute, contingent, or otherwise except the
expenses in connection with the acquisition of LK Global, which would be
material, individually or in the aggregate, to the results of operation or
financial condition of Juno.
(i) LITIGATION. There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, governmental or regulatory
body or arbitration tribunal against Juno or its properties. There are no
actions, suits or proceedings pending, or, to the knowledge of Juno,
threatened against or relating to Juno. Juno is not in default under or
with respect to any judgment, order, writ, injunction or decree of any
court or of any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality.
<PAGE>16
(j) TAX MATTERS. All federal, foreign, state and local tax
returns, reports and information statements required to be filed by or with
respect to the activities of Juno have been filed for all the years and
periods for which such returns and statements were due, including
extensions thereof. Juno has not incurred any liability with respect to
any federal, foreign, state or local taxes except in the ordinary and
regular course of business. Juno is not delinquent in the payment of any
such tax or assessment, and no deficiencies for any amount of such tax have
been proposed or assessed.
(k) COMPLIANCE WITH LAWS. To the best of its knowledge, the
operations and affairs of Juno do not violate any law, ordinance, rule or
regulation currently in effect, or any order, writ, injunction or decree of
any court or governmental agency, the violation of which would
substantially and adversely affect the business, financial condition or
operations of Juno.
(l) EMPLOYEES. Juno's Articles of Incorporation provide
indemnification of directors and officers and other corporate agents to the
fullest extent permitted pursuant to the laws of Nevada. The Articles of
Incorporation also limit the personal liability of Juno's directors to the
fullest extent permitted by the Nevada Revised Statutes. The Nevada
Revised Statutes contain provisions entitling directors and officers of
Juno to indemnification from judgments, fines, amounts paid in settlement
and reasonable expenses, including attorneys' fees, as the result of an
action or proceeding in which they may be involved by reason of being or
having been a director or officer of Juno, provided the officer or director
acted in good faith. Except for such indemnification, there are no
collective bargaining, bonus, profit sharing, compensation, or other plans,
agreements or arrangements between Juno and any of its directors, officers
or employees and there is no employment, consulting, severance or
indemnification arrangements, agreements or understandings between Juno on
the one hand, and any current or former directors, officers or employees of
Juno on the other hand.
(m) OPERATING AUTHORITIES. To the best of its knowledge, Juno
has all material operating authorities, governmental certificates and
licenses, permits, authorizations and approvals ("Permits") required to
conduct its business as presently conducted. During the last 2 years,
there has not been any notice or adverse development regarding such
Permits; such Permits are in full force and effect; no material violations
are or have been recorded in respect of any Permit; and no proceeding is
pending or threatened to revoke or limit any Permit.
<PAGE>17
(n) BOOKS AND RECORDS. The books and records of Juno are
complete and correct, are maintained in accordance with good business
practice and accurately present and reflect, in all material respects, all
of the transactions therein described, and there have been no transactions
involving Juno which properly should have been set forth therein and which
have not been accurately so set forth.
(o) SECURITIES LAWS FILINGS. Juno is unaware of any fact relating to
Juno which would prevent Juno's compliance with the filings requirements
pursuant to United States Federal or State securities laws.
(p) FINDER'S FEES. Except as disclosed in Schedule 6.1(p), to
its knowledge, Juno is not liable or obligated to pay any finder's,
agent's, broker's fee or consultant's fee arising out of or in connection
with this Agreement or the transactions contemplated by this Agreement.
6.2 DISCLOSURE. No representation or warranty by Juno in this
Agreement, nor any statement or certificate furnished or to be furnished to
LK Global by Juno pursuant hereto, or in connection with the transactions
contemplated hereby, knowingly contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material
fact necessary to make the statements contained therein not misleading.
SECTION 7
CONDUCT OF PARTIES PENDING CLOSING
7.1 CONDUCT OF LK GLOBAL BUSINESS PENDING CLOSING. LK Global covenants
that, pending the Closing Date:
(a) No change will be made in LK Global's Articles of
Incorporation or bylaws other than such changes as may be first approved in
writing by Juno.
(b) Subject to the protection provided by Section 9.6 herein, LK
Global has given or will give to Juno, its accountants and other
representatives full access during normal business hours throughout the
period prior to the Closing Date, to all of LK Global's properties, books,
contracts, commitments, and records, and has furnished Juno during such
period with all such information concerning LK Global's affairs as Juno may
reasonably request.
7.2 CONDUCT OF JUNO PENDING CLOSING. Juno covenants that, pending
the Closing:
<PAGE>18
(a) Juno's business will be conducted only in the ordinary
course.
(b) Except for the designation of Series A Preferred Stock and
the Series B Preferred Stock, no change will be made in Juno's Articles of
Incorporation or bylaws other than such changes as may be first approved in
writing by LK Global.
(c) Juno will not consider any inquiries or proposals relating
to the possible merger or reorganization of Juno or its assets, except to
the extent that they may be legally obligated to do so in which case LK
Global would be notified in writing.
(d) Other than in the ordinary course of business, no contract
or commitment will be entered into by or on behalf of Juno or indebtedness
otherwise incurred, except with the prior consent of LK Global.
(e) No dividends shall be declared, no stock bonuses, options,
warrants or shareholder rights shall be granted, no securities shall be
redeemed, no equity securities shall be issued, and no assets shall be
distributed to shareholders, except with notice in writing to LK Global.
(f) No material increases in annual compensation to employees
shall be made, no increases at all in annual compensation of any person
whose compensation from Juno in the last preceding fiscal year exceeded
$5,000 shall be made, and no new employment agreements shall be entered
into with officers or directors of Juno.
(g) Juno shall not increase, terminate, amend or otherwise
modify any plan for the benefit of employees.
(h) Juno shall not grant any unusual or extraordinary bonuses,
benefits or other forms of direct or indirect compensation to any employee,
officer, director or consultant, except in amounts in keeping with past
practices by formula or otherwise. Notwithstanding the foregoing, the
provisions of this paragraph shall not be construed to apply to the
attorneys' fees of Grushko & Mittman relating to the Reorganization. In
this respect, the maximum amount Juno shall be liable for the attorneys'
fees of Grushko & Mittman after the Closing shall not exceed the Juno's
available cash on hand prior to the Closing of the Reorganization. Any
additional attorneys' fees shall be paid by certain Juno shareholders.
(i) Juno shall not dispose of any of its assets, except in the
ordinary course of business, excepting therefrom the sale to Mr. Richard
Jones of the optoelectric drum input system licensed to Crijen, Ltd., for
$100. The structure of the transaction shall be a purchase of all of the
capital stock of Crijen Ltd, as set forth in Exhibit B to this Agreement.
<PAGE>19
Furthermore, the option shall include representations and warranties by Mr.
Jones that no liabilities exist relating to the technology and shall
further provide for the indemnity by Mr. Jones for any such liabilities and
holding Juno harmless against any claims thereto.
(j) Juno will use its best efforts to preserve Juno's business
organization intact; and to preserve the goodwill of those having business
relations with Juno.
(k) Subject to the protection provided by Section 9.6 herein,
Juno has given or will give to LK Global, its accountants and other
representatives, full access during normal business hours throughout the
period prior to the Closing Date, to all of Juno's properties, books,
contracts, commitments, and records, and has furnished LK Global during
such period with all such information concerning Juno's affairs as LK
Global may reasonably request.
SECTION 8
CONDITIONS PRECEDENT TO CLOSING
8.1 CONDITIONS PRECEDENT TO CLOSING. All obligations of Juno and LK
Global under this Agreement are subject to the fulfillment, prior to or at
the Closing Date, of all conditions herein set forth, including, but not
limited to, receipt by the appropriate party of all deliveries required by
Section 4 herein, and fulfillment, prior to the Closing Date, of each of
the following conditions:
(a) LK Global's and Juno's representations, warranties and
covenants contained in this Agreement shall be true at the time of the
Closing Date as though such representations, warranties and covenants were
made at such time.
(b) LK Global shall have performed and complied with all
agreements and conditions required by this Agreement to be performed or
complied with prior to or at the Closing Date.
(c) Juno shall have performed and complied with all agreements
and conditions required by this Agreement to be performed or complied with
prior to or at the Closing Date.
(d) LK Global shall have raised a minimum of $4 million capital,
which funds shall be held in escrow until the Closing, pursuant to a
private placement of up to 1,750,000 shares of its preferred shares at
$4.00 per share. The Managing Placement Agreement provides for an eight
percent (8%) sales commission and a two percent (2%) non-accountable
expense allowance to be paid to the Placement Agent and participating
brokers. In addition, LK Global has agreed to issue Preference Shares as
additional compensation equal to ten percent (10%) of the number of
<PAGE>20
Preference Shares placed by the Placement Agent, which are included in the
Exchange Stock. In this respect, Exhibit G attached hereto sets forth the
identity of the subscribers to the Preference Shares. LK Global will also
sell, after the Closing, for nominal consideration to the Placement Agent
warrants entitling the Placement Agent to purchase an amount of Preferred
Shares equal to five percent (5%) of the shares placed in the offering at a
price of $5.00 (USD) per share, which warrant shall be subject to a
mandatory conversion to a warrant for Juno Preferred Stock.
(e) Juno shall have secured the return of certain Common Stock
holdings of certain Juno shareholders, as set forth in Exhibit C hereto, as
a tax free contribution, which, subject to completion of any ministerial
duties by the transfer agent, shall result in Juno's having only 90,100
Common Stock shares issued and outstanding upon Closing.
(f) LK Global shall have obtained and delivered a legal opinion
from Bartel Eng Linn & Schroder to Juno that the offer, sale and issuance
of the Exchange Stock is exempt from the registration requirements of the
Securities Act, and the Exchange Stock will be eligible for resale in
markets outside the United States to non-U.S. Persons pursuant to the
provisions of Regulation S.
(g) Effective as of the Closing Date, Juno's sole director shall
resign from the board and appoint a new director, as nominated by letter
from LK Global's Chief Executive Officer.
(h) Each shareholder of LK Global set forth in Exhibit D shall
have executed a Lock-up Agreement in the form attached hereto as Exhibit E.
(i) Not less than ten (10) days shall lapse between the filing
and mailing of the Schedule 14f-1 and the Closing.
(j) The parties shall issue Joint Instructions to the Escrow
Agent for return of the "Bust-up" Fee specified in Section 10.4 to LK
Global.
SECTION 9
ADDITIONAL COVENANTS OF THE PARTIES
9.1 SECURITIES LAW FILINGS UNDERTAKING. The parties undertake to use
their best efforts to assist Juno in the preparation and timely filing of
all securities acts filings and filings with any governmental agency
required as a result of the transactions described in this Agreement,
including the preparation of certified financial statements of LK Global in
form acceptable for filing with the SEC pursuant to Regulation S-B, S-K or
S-X, for particular inclusion in a Form 8-K relating to the transactions
<PAGE>21
described in this Agreement, and Form 10-K and Form 10-Q filings. All such
filings shall be made at Juno's expense. The parties are unaware of any
fact relating to LK Global or Juno which would prevent Juno's compliance
with the filings requirements pursuant to United States Federal or State
securities laws.
9.2 FUTURE EQUITY/ CONVERTIBLE DEBT FINANCINGS. For the benefit of
Juno shareholders, without the consent of Gary Takata, Juno shall not issue
any equity or convertible or debt securities at a price below $4.00 per
common or preferred share during the first nine months following the
Closing Date, excluding compensation for employees of up to 1,486,000
shares.
9.3 COOPERATION. LK Global and Juno will cooperate with each other
and their respective agents in carrying out the transactions contemplated
by this Agreement, and in delivering all documents and instruments deemed
reasonably necessary or useful by the other party.
9.4 EXPENSES. Each of the parties hereto shall pay all of its
respective costs and expenses (including attorneys' and accountants' fees,
finder's and consultant's fees, costs and expenses) incurred in connection
with this Agreement and the consummation of the transactions contemplated
herein. However, the parties hereto acknowledge that certain finders will
be owed fees which shall be paid by LK Global by the issuance of 20,000
shares of Juno's common stock pursuant to SEC Regulation D after the
closing of the Reorganization.
9.5 PUBLICITY. Prior to the Closing Date, any written news releases
and/or other shareholder communication by any party pertaining to this
Agreement or the transactions contemplated herein shall be submitted to the
other parties for their review and approval prior to such news release
and/or other shareholder communication provided, however, that (a) such
approval shall not be unreasonably withheld, and (b) such review and
approval shall not be required of disclosures required to comply, in the
judgment of counsel, with federal or state securities or corporate laws or
policies.
9.6 CONFIDENTIALITY. While each party is obligated to provide access
to and furnish information in accordance with this Agreement, it is
understood and agreed that such disclosure and information obtained as a
result of such disclosures are proprietary and confidential in nature.
Each party agrees to hold such information in confidence and not to reveal
any such information to any person who is not a party to this Agreement, or
an officer, director or key employee thereof, and not to use the
information obtained for any purpose other than assisting in its due
diligence inquiry. This Section 9.6 shall survive the execution and
delivery of this Agreement, the Closing and the consummation of the
transaction called for by this Agreement and shall not be limited to the
<PAGE>22
time period otherwise set forth in Section 11 below.
9.7 REMOVAL OF RESTRICTIVE LEGENDS. Juno and LK Global agree that
the restrictive legend on Gary Takata's share certificates shall be removed
within five (5) business days of Closing to be held by Grushko and Mittman
and released to Gary Takata upon an opinion of counsel by Grushko and
Mittman to the effect that the shares may be transferred in compliance with
SEC Rule 144.
SECTION 10
TERMINATION
10.1 MUTUAL TERMINATION. LK Global and Juno may agree to mutually
terminate this Agreement prior to Closing without any liability to each
other.
10.2 TERMINATION UPON BREACH. Either party may terminate this
Agreement upon a material breach of this Agreement by the other.
10.3 TERMINATION BY LK GLOBAL. Subject to Section 10.4 below, LK
Global may unilaterally decide to abandon the Reorganization.
10.4 "BUST UP" FEE. Prior to the execution of this Agreement, LK
Global has deposited $25,000 into an escrow account maintained by Grushko &
Mittman, Attorneys at Law, upon the terms and conditions set forth in the
escrow agreement set forth as Exhibit F hereto. If the Closing provided
for in Section 8.1 does not occur prior to December 31, 1997, due to LK
Global's inability to meet the conditions of the closing or LK Global's
unilateral decision to abandon the Reorganization, then LK Global agrees to
pay to Juno, from the escrow, an amount equal to all of the expenses
incurred by Juno in connection with the preliminary letter agreement, the
negotiations leading to its execution, the examination and investigation of
the LK Global, the preparation and negotiation of this Reorganization
Agreement and related agreements, and in all other ways related to the
Reorganization, including, but not limited to, all fees and expenses
incurred by Juno to investment bankers, accountants, attorneys and other
agents, but in no case shall the amount paid hereunder exceed the sum of
$25,000.
SECTION 11
SURVIVAL OF REPRESENTATIONS AND
WARRANTIES
11.1 AS TO LK GLOBAL. The representations and warranties of LK Global
contained herein shall survive the execution and delivery of this
<PAGE>23
Agreement, the Closing and the consummation of the transactions called for
by this Agreement for a period of 2 years from the date of this Agreement
unless a lesser time period is specified.
11.2 AS TO JUNO. The representations and warranties of Juno contained
herein shall survive the execution and delivery of this Agreement, the
Closing and the consummation of the transactions called for by this
Agreement for a period of 2 years from the date of this Agreement unless a
lesser time period is specified.
SECTION 12
MISCELLANEOUS
12.1 ENTIRE AGREEMENT, AMENDMENTS. This Agreement (including the
Exhibits and Schedules hereto) contains the entire agreement between the
parties with respect to the transactions contemplated hereby, and
supersedes all negotiations, representations, warranties, commitments,
offers, contracts, and writings prior to the date hereof, including the
Letter of Intent executed by the parties on September 15, 1997. No waiver
and no modification or amendment of any provision of this Agreement shall
be effective unless specifically made in writing and duly signed by the
parties to this Agreement.
12.2 BINDING AGREEMENT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective assigns and
successors in interest; provided, that neither this Agreement nor any right
hereunder shall be assignable by Juno or LK Global without the prior
written consent of the other parties.
12.3 INDEMNIFICATION
(a) BY JUNO. Juno covenants and agrees to defend, indemnify and
hold harmless LK Global and each of its officers, directors, employees,
agents, advisors and shareholders and affiliates, as such persons existed
prior to the Closing Date (collectively, the "LK Global Indemnitees") from
and against, any loss, liability, damage or expense (including reasonable
attorneys' fees and costs) which any LK Global Indemnitee may suffer,
sustain or become subject to as a result of a breach of any representation
or warranty or covenant by Juno contained in this Agreement.
(b) BY LK GLOBAL. LK Global covenants and agrees to defend,
indemnify and hold harmless Juno and each of its officers, directors,
employees, agents, advisors and shareholders and affiliates, as such
persons existed prior to the Closing Date (collectively, the "Juno
Indemnitees") from and against any loss, liability, damage or expense
(including reasonable attorneys' fees and costs) which any Juno Indemnitee
<PAGE>24
may suffer, sustain or become subject to, as a result of a breach of any
representation, warranty or covenant by LK Global contained in this
Agreement.
12.4 ATTORNEYS' FEES. Except as otherwise provided for in Section 9.4
above, in the event of any controversy, claim or dispute among the parties
to this Agreement arising out of or relating to this Agreement or breach
thereof, the prevailing party shall be entitled to recover reasonable legal
expenses, attorneys' fees and costs, in addition to any other relief such
party may be entitled.
12.5 SEVERABILITY. If any provision hereof shall be held invalid or
unenforceable by any court of competent jurisdiction or as a result of
future legislative action, such holding or action shall be strictly
construed and shall not affect the validity or effect on any other
provisions hereof.
12.6 GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of New York applicable to contracts made and
performed within such State, without regard to principles of conflicts of
law.
Each of the parties hereto irrevocably consents to the exclusive
jurisdiction of the courts of the State of New York and of any federal
court located in such State in connection with any action or proceeding
arising out of or relating to this Agreement, any document or instrument
delivered pursuant to, in connection with or simultaneously with this
Agreement, or a breach of this Agreement or any such document or
instrument. In any such action or proceeding, each of the parties hereto
waives personal service of any summons, complaint or other process and
agrees that service thereof may be made in the manner specified for notices
herein.
12.7 NOTICES. All notices or other communications required hereunder
shall be in writing and shall be sufficient in all respects and shall be
deemed delivered after 5 days if sent via registered or certified mail,
postage prepaid; the next day if sent by overnight courier service; or one
business day after transmission, if sent by facsimile to the following:
IF TO LK GLOBAL:
Duke's Court, Duke's Street
Woking Surrey GU215BH
England
Fax: 011-44-148-373-0583
<PAGE>25
with copy to:
Scott E. Bartel, Esq.
Bartel Eng Linn & Schroder
300 Capitol Mall, Suite 1100
Sacramento, CA 95814
Fax: (916) 442-3442
IF TO JUNO:
370 Lexington Avenue, Suite 1808
New York, NY 10017
Fax: (212) 661-1617
with copy to:
Ed Grushko, Esq.
Grushko & Mittman, Attorneys at Law
277 Broadway, Suite 801
New York, NY 10007
Fax: (212) 227-5865
12.8 COUNTERPARTS; SIGNATURES. This Agreement may be executed in one
or more counterparts, each of which may be deemed an original, but all of
which together, shall constitute one and the same instrument. This
Agreement may be executed by a party and sent to the other parties via
facsimile transmission and the facsimile transmitted copy shall have the
same integrity, force and effect as an original document.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
JUNO ACQUISITIONS, INC., LK GLOBAL INFORMATION SYSTEMS, BV,
a Nevada corporation a Netherlands corporation
By: By:
Gary Takata, President Lycourgos K. Kyprianou, President
<PAGE>
ADDENDUM TO PLAN AND AGREEMENT OF
REORGANIZATION BETWEEN JUNO ACQUISITIONS, INC.
AND
LK GLOBAL INFORMATION SYSTEMS BV
This Addendum is entered into this 8th day of October, 1997, by and
between Juno Acquisitions, Inc., a Nevada corporation ("Juno") and LK
Global Information Systems BV, a Netherlands corporation ("LK Global")
amending that certain Plan and Agreement of Reorganization between Juno and
LK Global dated as of September 30, 1997 (the "Reorganization Agreement").
WHEREAS, the Reorganization Agreement contemplates that certain
shareholders of Juno will surrender shares of as a contribution to capital
pursuant to Section 8.1(e) and Schedule C to the Reorganization Agreement
resulting in Juno having 90,100 shares of common stock issued and
outstanding upon the Closing; and
WHEREAS, the parties now desire to revise the number of shares to be
surrendered by Juno shareholders as set forth in this Addendum.
NOW THEREFORE, Juno and LK Global agree to amend the Reorganization
Agreement as follows:
1. SECTION 8(E). The number "90,100" appearing in the fifth line of
Section 8(e) of the Reorganization Agreement is hereby amended to read
"111,690."
2. SCHEDULE C. Schedule C to the Reorganization Agreement is hereby
amended by decreasing the number of shares surrendered, and increasing the
number of shares retained by Gary Takata, Carlene Mackay, and L.J. Takata
collectively by 10,795 shares and One World Capital Ltd by 10,795 shares.
3. REPRESENTATIONS AND WARRANTIES. All representations and
warranties which would be affected by the foregoing amendments shall also
be deemed to be amended to give effect such amendments.
4. ALL OTHER AGREEMENTS TO REMAIN IN EFFECT. All other agreements
and the provisions of the Reorganization Agreement which have not been
amended hereby shall continue in effect.
5. COUNTERPARTS; SIGNATURES. This Addendum may be executed in
one or more counterparts, each of which may be deemed an original, but all
of which together, shall constitute one and the same instrument. This
Addendum may be executed by a party and sent to the other parties via
<PAGE>
facsimile transmission and the facsimile transmitted copy shall have the
same integrity, force and effect as an original document.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as
of the date first written above.
JUNO ACQUISITIONS, INC. LK GLOBAL INFORMATION SYSTEMS BV
By:_________________________ By:___________________________________
Gary Takata, President Lycourgos K. Kyprianou, President
