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) February 5, 1998
D.H. MARKETING & CONSULTING, INC.
(Exact name of registrant as specified in its charter)
Nevada 033-91240 88-0330263
(State or of incorporation or organization) (Commission (IRS Employer
File Number) Identification No.)
300 Keystone Street, Hawley, PA 18428
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 226-8515
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Item 2. Acquisition or Disposition of Assets.
On February 5, 1998, the Registrant entered into an agreement to exchange
4,850,000 shares of stock which it owned in Qaultronics Corporation for
60,000 shares of the Registrant's restricted common stock owned by RUNES
Corporation and the Registrant also received payment of $185,000 cash from
RUNES Corporation.
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.
D.H. MARKETING & CONSULTING, INC.
February 17, 1998
Date
By: /s/ DAVID D. HAGEN
David D. Hagen, President
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EXHIBIT
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AGREEMENT TO EXCHANGE STOCK
AGREEMENT TO EXCHANGE STOCK, made as February 5, 1998, between D. H.
MARKETING & CONSULTING, INC., a Nevada corporation, having an address at 300
Keystone Street, Hawley, Pennsylvania 18428 ("D.H."), and RUNES CORPORATION, a
Pennsylvania corporation, having an address at P.O. Box 100, 1262 Forest Road,
Whitehall, Pennsylvania 18052-0100 ("RUNES").
1. Agreement To Exchange. D.H. agrees to transfer and deliver to RUNES, upon
the terms and conditions hereinafter set forth, the 4,850,000 shares of common
stock with 5,000,000 issued and outstanding shares of the capital stock of
QUALTRONICS CORPORATION, INC., a corporation organized under the laws of
Pennsylvania (the "Corporation"), said shares constituting all of the
authorized and issued shares of the Corporation (the "Shares") owned by D.H..
2. Exchange Price. The consideration for the exchange to be paid by RUNES to
D.H. shall be as follows:
(a) One Hundred Eighty-Five Thousand Dollars ($185,000.00) at the
closing.
(b) The delivery of Sixty Thousand (60,000) Shares of restricted common
stock of D. H. Marketing & Consulting, Inc. to D.H. ("DHM Stock").
3. The Closing. The "closing" means the payment of the consideration and
delivery of the DHM Stock to D.H. as provided in Article 1 hereof and the
delivery of the Shares to RUNES.
4. Closing Documents. At the closing D.H. shall execute and deliver to RUNES:
(a) the certificate or certificates for the Shares, duly endorsed so as
to effectively transfer ownership of the Shares to RUNES.
(b) such other instruments in form and substance satisfactory to RUNES'
attorneys as may be necessary or proper to transfer to RUNES good and
marketable title to all other ownership interests in the Shares of the
Corporation to be transferred under this agreement.
At the closing D.H. shall deliver to RUNES all keys for the business. D.H.
shall do all further acts and things as may be necessary, or reasonably
requested by RUNES, to consummate the transactions contemplated by this
agreement, including the acquisition of possession of the Corporation. D.H.
shall advise RUNES of, and cause to be
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delivered to RUNES, all trade secrets and proprietary information pertaining to
the business.
At the closing RUNES shall execute and deliver to D.H.:
(a) the certificates representing sixty thousand (60,000) shares of
restricted common stock of D.H. Marketing, Inc.
5. Representations And Warranties Of D.H.. D.H. represents and warrants to
RUNES as follows:
(a) D.H. is a corporation duly organized and validly existing under the
laws of Nevada, and is duly qualified to do business in Pennsylvania. D.H.
has full power and authority to carry out and perform its undertakings and
obligations as provided herein. The execution and delivery by D.H. of
this agreement and the consummation of the transactions contemplated
herein have been duly authorized by the Board of Directors of D.H. and
will not conflict with or breach any provision of the Certificate of
Incorporation or Bylaws of D H., and do not and will not conflict with or
result in any breach of any condition or provision of, or constitute a
default under, or result in the creation or imposition of any lien, charge
or encumbrance upon the Corporation by reason of the provisions
of any contract, lien, lease, agreement, instrument or judgment to which
D.H. is a party, or which is or purports to be binding upon D. H. or which
affects or purports to affect the Corporation.
(b) No action, approval, consent or authorization, including without
limitation any action, approval, consent or authorization of any
governmental or quasi-governmental agency, commission, board, bureau or
instrumentality, is necessary for D.H. to constitute this agreement
the binding and enforceable obligation of D.H. or to consummate the
transactions contemplated hereby.
(c) The Corporation is a corporation duly organized under the laws of
Pennsylvania, and the Corporation is validly existing and has not been
dissolved. The copies of the documents pertaining to the organization of
the Corporation provided by D.H. to RUNES are true and complete copies of
said documents.
(d) D.H. is the owner of the Shares, and the Shares are ninety-seven
(97%) percent of the issued and outstanding shares of stock of the
Corporation. All of the Shares have no par value, are fully paid and
nonassessable, have not been assigned, pledged or hypothecated, and are
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free of all liens, claims and encumbrances, except as set forth herein.
There are no outstanding rights for subscription to any additional stock
of the Corporation by any person or entity. There are no unpaid dividends
heretofore declared, if any, to any stockholder of the Corporation.
(e) There are no violations of any law or governmental rule or regulation
pending or, to the best of D.H.'s knowledge, threatened against D.H., the
Shares or the Corporation. D.H. and the Corporation have complied with all
laws and governmental rules and regulations applicable to the business or
the Assets.
(f) There are no judgments, liens, suits, actions or proceedings pending
or, to the best of D H.'s knowledge, threatened against D.H., the Shares
or the Corporation. Neither D.H., the Shares nor the Corporation are a
party to, subject to or bound by any agreement or any judgment or decree
of any court, governmental body or arbitrator which would conflict with or
be breached by the execution, delivery or performance of this agreement,
or which could prevent the carrying out of the transactions provided for
in this agreement, or which could prevent the use by RUNES of the
Corporation or adversely affect the conduct of the business by RUNES.
(9) D.H. has consulted with legal counsel and accountants and has fully
assessed the valuation of the stock being exchanged in this transaction
and is of the opinion that the value represents fair and equitable value
for the exchange and was arrived at in an arms length negotiation.
At the closing D.H. shall execute and deliver an affidavit setting
forth the above representations as of the date of the closing.
6. Representations And Warranties Of RUNES. RUNES represents and warrants to
D.H. as follows:
(a) RUNES is a corporation duly organized and validly existing under the
laws of Pennsylvania, and is duly qualified to do business in
Pennsylvania. RUNES has full power and authority to carry out and perform
its undertakings and obligations as provided herein. The execution and
delivery by RUNES of this agreement and the consummation of the
transactions contemplated herein have been duly authorized by the Board of
Directors of RUNES and will not conflict with or breach any provision of
the , the Shares of RUNES. No further action or approval, corporate or
otherwise, is required in order to constitute this agreement the binding
and enforceable obligation of RUNES.
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(b) No action, approval, consent or authorization, including without
limitation any action, approval, consent or authorization of any
governmental or quasi-governmental agency, commission, board, bureau or
instrumentality, is necessary for RUNES to constitute this agreement the
binding and enforceable obligation of RUNES or to consummate the
transactions contemplated hereby.
7. Conditions To Closing. The obligations of RUNES to close hereunder are
subject, at the option of RUNES, to the following conditions:
(a) All of the terms, covenants and conditions to be complied with or
performed by D.H. under this agreement on or before the closing shall have
been complied with or performed in all material respects.
(b) All representations or warranties of D.H. herein are true in all
material respects as of the closing date.
(c) On the closing date, there shall be no liens or encumbrances against
the Shares, except as provided for herein.
8. Indemnification. Each party hereto shall indemnify and hold the other
party harmless from and against all liability, claim, loss, damage or expense,
including reasonable attorneys' fees, incurred or required to be paid by such
other party by reason of any breach or failure of observance or performance of
any representation, warranty or covenant or other provision of this agreement
by such party.
9. Brokerage. The parties hereto represent and warrant to each other that they
have not dealt with any broker or finder in connection with this agreement or
the transactions contemplated hereby, and no broker or any other person is
entitled to receive any brokerage commission, finder's fee or similar
compensation in connection with this agreement or the transactions contemplated
hereby.
10. Arbitration. Any dispute or controversy arising between the parties
hereto regarding any term, covenant or condition of this agreement or the
breach thereof shall, upon written demand of any party hereto, be submitted to
and determined by arbitration before the American Arbitration Association, in
Allentown, Pennsylvania, by a panel of three arbitrators, in accordance with
the rules of the Association then in effect. Any awarded rendered shall be made
by means of a written opinion explaining the arbitrators' reasons for the
award. The arbitrators may not amend or vary any provision of this agreement.
Judgment upon the award rendered by the arbitrators may be entered in any court
of competent jurisdiction, which court shall have the power to review such
award for compliance with this agreement.
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11. Notices. All notices, demands and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been properly given if delivered by hand or by certified mail, return receipt
requested, with postage prepaid, to D.H. or RUNES, as the case may be, at their
addresses first above written, or at such other addresses as they may designate
by notice given hereunder.
12. Further Assurances. In connection with the transactions contemplated by
this agreement, the parties agree to execute and deliver such further
instruments, and to take such further actions, as may be reasonably necessary
or proper to effectuate and carry out the transactions contemplated in this
agreement.
13. Changes Must Be In Writing. This agreement may not be altered, amended,
changed, modified, waived or terminated in any respect or particular unless the
same shall be in writing signed by the party to be bound.
14. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
15. Binding Effect. This agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first above written.
ATTEST: D. H. MARKETING & CONSULTING,
INC.
/s/ MICHAEL J. DAILY By: /s/ DAVID D. HAGEN
President
ATTEST: RUNES CORPORATION
/s/ MICHAEL J. DAILY By: /s/ T. CHRISTOPHER CIESIELKA
President
Sworn and Subscribed before me
this 5th day of February, 1998
/s/ Melissa V. Geamoni
Notary Public
Notarial Seal
Melissa V. Geamoni, Notary Public
Hawley, Wayne County
My Commission Expires April 22, 1999
Member, Pennsylvania Association of Notaries
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