<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
---------
DIVERSICON HOLDINGS CORP.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
255108 10 2
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(CUSIP Number)
Mr. Daniel Cataltumo Eric W. Nodiff, Esq.
290 Wild Street 747 Third Avenue
Staten Island, NY 10314 (718) 477-2333 New York, NY 10017 (212) 759-3300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 2, 1999
--------------------------------------------------------
(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 Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
- -------------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
13D
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CUSIP NO. 255108 10 2 13D Page 2 of 12 Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Daniel Catalfumo
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 210,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 5,738,000
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 210,000
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 5,738,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,948,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.2%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 255108 10 2 13D Page 3 of 12 Pages
- ------------------------------------------------------------------------------
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Richard Rosso
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 210,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 5,738,000
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 210,000
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 5,738,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,948,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.2%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 255108 10 2 13D Page 4 of 12 Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Lucien Vergior
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 3,800,000
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 0
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 3,800,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,800,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 255108 10 2 13D Page 5 of 12 Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Elienne Vergier
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 3,800,000
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 0
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 3,800,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,800,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 255108 10 2 13D Page 6 of 12 Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Drel Investments Limited
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 3,800,000
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 0
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 3,800,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,800,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.10 per share
(the "Common Stock") of, Diversicon Holdings Corp., a Delaware corporation
(the "Company"). The principal executive offices of the Company are located
at 290 Wild Avenue, Staten Island, New York 10314.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this report are Mr. Daniel Catalfumo ("Mr.
Catalfumo"), Mr. Richard Rosso ("Mr. Rosso"), Mr. Lucien L. Vergier ("Mr. L.
Vergier"), Mr. Etienne Vergier ("Mr. E. Vergier") and Drel Investments
Limited ("Drel"), a corporation organized under the laws of the Bahamas. Drel
is currently a holding company. Mr. Catalfumo, Mr. Rosso, Mr. L. Vergier, and
Mr. E. Vergier are collectively referred to herein as the "Reporting
Individuals," and the Reporting Individuals collectively with Drel are
collectively referred to herein as the "Reporting Persons."
Drel is owned by two foreign corporations, Capital Services
Limited ("CSL") and Argosy Industries Limited ("Argosy"), each of which owns
50% of the issued and outstanding capital stock of Drel. CSL is controlled by
Mr. Catalfumo and Mr. Rosso, each of whom (through affiliated entities) has a
50% beneficial interest in CSL. Argosy is controlled by Lucien Vergier and
Etienne Vergier, each of whom has a 50% beneficial interest in Argosy. Mr.
Catalfumo, Mr. Rosso and Mr. Vergier are directors of the Company.
(b) The business address of Mr. Catalfumo and Mr. Rosso is c/o Diversicon
Holdings Corp. 290 Wild Avenue, Staten Island, NY 10314. The business address
of Mr. L. Vergier and Mr. E. Vergier is 42 Rue Louis Calmel, 92230
Genevilliers, France. The address of Drel's principal business is 43
Elizabeth Avenue, Nassau, Bahamas.
(c) Mr. Catalfumo's principal occupation is President and Chief
Executive Officer of the Company. Mr. Rosso's principal occupation is Vice
President and Treasurer of the Company. Mr. L. Vergier's principal occupation
is an investor in businesses. Mr. E. Vergier's principal occupation is
serving as a manager of Webcorp (UK) PLC, a company in the travel and leisure
industry, located at 42 Rue Louis Calmel, 92230 Genevilliers, France.
(d) None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)during the
last five years.
7
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(e) None of the Reporting Persons has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which such individual was or is 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 violations with
respect to such laws, in each case during the last five years.
(f) Mr. Catalfumo and Mr. Rosso are United States citizens. Mr. L.
Vergier and Mr. E. Vergier are French citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 2, 1999, the Company entered into a Common Stock
Subscription Agreement with Drel pursuant to which Drel acquired 3,700,000
shares of the Company's Common Stock, par value $.001 (the "Shares") for a
purchase price of $1,850,000. The purchase price for the Shares was paid by
delivery of a cash payment of $3,700 and a promissory note of Drel (the
"Note"), which is secured by a pledge of the acquired Shares pursuant to a
Pledge and Escrow Agreement. The Note bears interest at the rate of 7% per
annum and is payable in full on or before July 14, 1999.
Drel intends to borrow funds from private and public lending
institutions located outside of the United States to pay the Note. To date,
no formal agreement has been reached with any such proposed lenders.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described in Item 3 above (the "Transaction") resulted in a
change in control of the Company. The purpose of the Transaction was to
infuse needed capital into the Company and to expand the scope of the
Company's operations.
(a) As described in paragraph (f) below, the Reporting Persons intend to
expand the scope of the Company's operations. Capital required to fund such
expansion may be obtained in part through the sale of common stock and/or
debentures of the Company.
(b) Although the Reporting Persons have no present plans that would result in
an extraordinary corporate transaction, the Reporting Persons believe that
the proposed expansion of the Company's operations may involve the
acquisition of other entities.
(c) NA
(d) In connection with the Transaction, Mr. L. Vergier has become
8
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a Director of the Company, effective April 1, 1999. Management of the Company
intends to expand the size of the Board to include Mr. E. Vergier as a
Director as well. No definitive date has been set for such action.
(e) NA
(f) The Reporting Individuals intend to expand the Company's operations
through the acquisition of entities in related and unrelated businesses or
the assets of such entities.
(g) NA
(h) NA
(i) NA
(j) NA
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Items 7-11 and 13 of the cover pages of this Schedule 13D which
relate to beneficial ownership of the Company's securities by the Reporting
Persons are hereby incorporated by reference in response to this item. The
percentages of ownership referred to in this Schedule 13D are based upon
7,909,000 shares of Common Stock of the Company outstanding on April 2, 1999.
As of April 2, 1999, Drel beneficially owned within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, and owns of record,
3,800,000 shares of Common Stock of the Company, constituting approximately
48.0% of the Company's Common Stock.
As of April 2, 1999, Mr. Catalfumo and Mr. Rosso may each be deemed
to be the beneficial owner of up to 5,948,000 shares of Common Stock of the
Company, constituting approximately 75.2% of the Company's Common Stock. Such
shares include (i) the 3,800,000 shares owned of record by Drel (included due
to the relationship of said individuals to Drel described in Item 1 above,
and the voting arrangement among the Reporting Individuals described in Item
6 below), (ii) 2,038,000 shares owned of record by BBS Holdings, LLC ("BBS"),
a Delaware limited liability company (included due to Mr. Catalfumo and Mr.
Rosso each being a Manager of BBS, each having an indirect 10% membership
interest in BBS, and each being a party (through affiliated entities) to an
Operating Agreement that provides that BBS will vote all of its stock of the
Company in
9
<PAGE>
favor of Mr. Catalfumo and Mr. Rosso as directors of the Company, and (iii)
210,000 shares owned directly by each of Mr. Catalfumo. Mr. Catalfumo and Mr.
Rosso have both included all of such shares in Items 8, 10, and 11 of the
Cover Page. However, Mr. Catalfumo and Mr. Rosso both disclaim beneficial
ownership of (i) 2,775,000 (75%) of the shares owned by Drel and (i)
1,834,200 (90%) of the shares owned by BBS, and this report shall not be
deemed an admission that either of said individuals is the beneficial owner
of such shares for purposes of Section 16 or for any other purpose.
As of April 2, 1999, Mr. L. Vergier and Mr. E. Vergier may each be
deemed to be the beneficial owner of up to 3,800,000 shares of Common Stock
of the Company, constituting approximately 48.0% of the Company's Common
Stock. Such shares are comprised of the 3,800,000 shares owned of record by
Drel (included due to the relationship of said individuals to Drel described
in Item 1 above, and the voting arrangement among the Reporting Individuals
described in Item 6 below). Mr. L. Vergier and Mr. E. Vergier have both
included all of such shares in Items 8, 10, and 11 of the Cover Page.
However, Mr. L. Vergier and Mr. E. Vergier both disclaim beneficial ownership
of 2,775,000 (75%) of the shares owned by Drel, and this report shall not be
deemed an admission that either or said individuals is the beneficial owner
of such shares for purposes of Section 16 or for any other purpose.
(b) Mr. Catalfumo and Mr. Rosso each have sole voting power and sole
disposition power of 210,000 shares. Mr. L. Vergier and mr. E. Vergier to not
have sole voting power or sole disposition power with respect to any shares.
Mr. Catalfumo and Mr. Rosso both have shared power to vote or to
direct the vote and shared power to dispose or to direct the disposition of
5,738,000 shares, comprised of the shares of Common Stock of the Company
owned by Drel (3,800,000 shares) and owned by BBS (2,038,000 shares).
Mr. L. Vergier and Mr. E. Vergier both have shared power to vote or
to direct the vote and shared power to dispose or to direct the disposition
of 3,800,000 shares, comprised of the shares of Common Stock of the Company
owned by Drel.
(c) On April 2, 1999, the Company entered into a Common Stock
Subscription Agreement with Drel pursuant to which Drel acquired 3,700,000
shares of the Company's Common Stock, par value $.001 (the "Shares") for a
purchase price of $1,850,000 ($.50 per share). See Item 3 above.
10
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Individuals are currently negotiating the terms of a
Shareholders Agreement that will include, among other things, provisions
related to the transfer or voting of the Common Stock of the Company owned by
Drel. Pending the completion of such negotiations, the parties have an oral
arrangement pursuant to which they agree that the shares owned by Drel will
be voted in favor of each of the Reporting Individuals as a director of the
Company and that the transfer of such shares will require unanimous consent
of the Reporting individuals.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibits:
1. Common Stock Subscription Agreement
11
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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: April 12, 1999
Drel Investments Limited
By: /s/ Daniel Catalfumo
----------------------
Daniel Catalfumo
/s/ Daniel Catalfumo
--------------------------
Daniel Catalfumo
/s/ Richard Rosso
--------------------------
Richard Rosso
/s/ Lucien L. Vergier
--------------------------
Lucien L. Vergier
/s/ Etienne Vergier
--------------------------
Etienne Vergier
12
<PAGE>
COMMON STOCK SUBSCRIPTION AGREEMENT
This Common Stock Subscription Agreement (this "Agreement"), dated as
of April 2, 1999, is made and entered into by and between Diversicon Holdings
Corp., a Delaware corporation (the "Company") and Drel Investment Limited (the
"Purchaser"), a corporation organized under the laws of the Bahamas.
B A C K G R O U N D
A. The Company desires to issue and sell to Purchaser 3,700,000 shares
of its common stock, $.001 par value per share (the "Common Stock"), to be sold
at a price of $.50 per share, in accordance with and subject to the terms and
conditions set forth in this Agreement.
B. Purchaser desires to purchase the Common Stock at an aggregate
purchase price of $1,850,000.
A G R E E M E N T
In consideration of the above premises and the representations,
warranties, covenants and agreements contained in this Agreement, and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
SECTION 1. PURCHASE AND SALE OF COMMON STOCK.
1.1 PURCHASE AND SALE. Upon the terms and conditions contained herein,
the Company, on this day hereby sells and issues to Purchaser, and Purchaser
hereby purchases from the Company, at a purchase price of $.50 per share,
3,700,000 shares of Common Stock (the "Shares").
1.2 PAYMENT AND DELIVERY. The Company has delivered to Purchaser a
stock certificate representing the Shares against delivery to the Company by
Purchaser of (i) cash in the amount of $3,700 and (ii) a promissory note in the
principal amount of $1,846,300, in the form of Exhibit A, collectively
representing the full purchase price for the Shares (the "Purchase Price").
SECTION 2. INVESTMENT REPRESENTATIONS. Purchaser acknowledges that the Shares
are not being registered under the Securities Act of 1933, as amended (the
"Act"), based, in part, on reliance that the issuance of the Shares is exempt
from registration under Section 4(2) of the Act as not involving any public
offering. Purchaser further acknowledges that the Company's reliance on such
exemption is predicated, in part, on the following representations made by
Purchaser to the Company:
<PAGE>
(a) Purchaser is an "accredited investor" as such term is
defined under Rule 501(a) of the Act. Purchaser is acquiring the Shares
solely for Purchaser's own account, for investment purposes only, and
not with an intent to sell, or for resale in connection with any
distribution of all or any portion of the Shares within the meaning of
the Act;
(b) In evaluating the merits and risks of an investment in the
Shares, Purchaser has relied upon the advice of Purchaser's legal
counsel, tax advisors, and/or investment advisors;
(c) Purchaser is experienced in evaluating and investing in
companies such as the Company. The Company has afforded Purchaser or
Purchaser's advisors full and complete access to all information with
respect to the Company and its business and financial condition (to the
extent that such information was possessed by the Company or could be
acquired by the Company without unreasonable effort or expense) that
Purchaser or Purchaser's advisors deemed necessary in order to evaluate
the merits and risks of an investment in the Shares. Purchaser further
represents and warrants that Purchaser and Purchaser's advisors have
received satisfactory and complete information concerning the business
and financial condition of the Company in response to all inquiries
made by them in respect thereof;
(d) Purchaser is aware that an investment in securities of a
thinly-traded corporation such as the Company may be non-marketable and
may require Purchaser's capital to be invested for an indefinite period
of time, possibly without return. Purchaser has no need for liquidity
in this investment, has the ability to bear the economic risk of this
investment, and can afford a complete loss of the Purchase Price;
(e) Purchaser understands that the Shares being purchased
hereunder are characterized as "restricted securities" under the
federal securities laws since the shares are being acquired from the
Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold
without registration under the Act only in certain limited
circumstances. Purchaser represents that Purchaser is familiar with
Rule 144 promulgated under the Act, as presently in effect, and
understands the resale limitations imposed thereby and by the Act;
(f) At no time was an oral representation made to Purchaser
relating to the purchase or was Purchaser presented with or solicited
by any leaflet, public or promotional meeting, newspaper or magazine
article, radio or television advertisement or any other form of general
advertising relating to the purchaser hereunder; and
(g) Purchaser has two shareholders, namely Capital Services
Limited and Argosy Industries Limited, each of which owns 50 shares of
Purchaser and which collectively own 100% of the issued and outstanding
shares of Purchaser.
- 2 -
<PAGE>
SECTION 3. LIMITATIONS ON DISPOSITION. Purchaser agrees not to transfer
the Shares except in accordance with the express terms of this Section 3. Any
attempted transfer in violation of this Section 3 shall be void and of no
effect.
3.1 COMPLIANCE WITH SECURITIES LAWS. Without in any way limiting the
representations set forth above, Purchaser further agrees not to make any
disposition of all or any portion of the Shares, except in compliance with
applicable federal and state securities laws and unless and until:
(a) there is then in effect a registration statement under the
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement;
(b) such disposition is made in accordance with Rule 144 under
the Act; or
(c) Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a statement of
the circumstances surrounding the proposed disposition, and if
requested by the Company, Purchaser shall have furnished the Company
with an opinion of counsel acceptable to Company counsel, that such
disposition will not require registration under the Act and will be in
compliance with applicable state securities laws.
SECTION 4. STOCK CERTIFICATE LEGEND. Purchaser understands and acknowledges that
the certificate evidencing the Shares purchased by Purchaser hereunder (or
evidencing any other securities issued with respect thereto pursuant to any
stock split, stock dividend, merger or other form of reorganization or
recapitalization) shall bear, in addition to any other legends which may be
required by this Agreement or applicable state securities law, the following
legend (or a similar legend):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("ACT") NOR HAVE THEY BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO
TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION
STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER
IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF
COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY), REGISTRATION UNDER THE
ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT
AND WITH APPLICABLE STATE SECURITIES LAW.
- 3 -
<PAGE>
SECTION 5. MISCELLANEOUS.
5.1 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original, and all of which together
shall constitute one and the same agreement.
5.2 GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York without regard
to the conflicts of laws principles thereof.
5.3 ASSIGNMENTS. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by either party
without the prior written consent of the other.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
"THE COMPANY"
Diversicon Holdings Corp.
a Delaware corporation
By: /s/ Daniel Catalfumo, Pres.
----------------------------------
"PURCHASER"
Drel Investment Limited
a Bahamas corporation
By: /s/ Lucien Vergier
----------------------------------
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