UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Regency Affiliates, Inc.
------------------------
(Name of Issuer)
Common Stock, $0.40 par value
-----------------------------
(Title of Class of Securities)
758847107
---------
(CUSIP Number)
Henry F. Schlueter
Schlueter & Associates, P.C.
1050 Seventeenth Street, Suite 1700
Denver, Colorado 80265
Telephone: 303-292-3883
Fax: 303-296-8880
E-mail: [email protected]
---------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 4, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 for other
parties to whom copies are to be sent
*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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
<PAGE>
CUSIP No. 758847 10 7
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Glas-Aire Industries Group Ltd.
IRS ID No.: 84-1072256
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /___/
(b) /___/
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC and OO
5 CHECKBOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
4,040,375
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 4,040,375
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,040,375
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer
- ---------------------------
This Schedule 13D relates to the Common Stock, $0.40 par value (the "Common
Stock"), of Regency Affiliates, Inc., a Delaware corporation ("Regency").
Regency maintains its principal place of business at 729 South Federal Highway,
Suite 307, Stuart, Florida 34994.
Item 2. Identity and Background
- -------------------------------
(a) This statement on Schedule 13D is filed by Glas-Aire Industries Group Ltd.,
a Nevada corporation ("Glas-Aire"). Glas-Aire designs, develops, manufactures
and sells sunroof wind deflectors, hood protectors and rear air deflectors for
cars, light trucks and vans. Glas-Aire's principal business and executive office
address is 37 Grandview Highway, Vancouver, B.C., Canada V5M 2E9.
Pursuant to General Instruction C of Schedule 13D, the executive officers
and directors of Glas-Aire and of Regency Affiliates, Inc., the person
controlling Glas-Aire, (collectively, the "Instruction C Persons") and the
information specified in sections (a) through (f) of this Item 2 with respect to
each Instruction C Person, are as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Position with Business Name of Nature of
Name Glas-Aire Address Employer Business Citizenship
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alex Y.W. Ding President, Chief Operating 37 Grandview Highway Glas-Aire Manufacturing Canadian
Officer, Treasurer and Vancouver, B.C., Industries
Director Canada V5M 2E9 Group Ltd.
William R. Chief Executive 729 South Federal Hwy. Regency Diversified U.S.
Ponsoldt, Sr. Officer and Chairman Suite 307 Affiliates, Inc. Company
of the Board of Directors Stuart, FL 34994
Omer Esen General Manager, Vice 37 Grandview Highway Glas-Aire Manufacturing Canadian
President of Operations, Vancouver, B.C., Industries
Secretary and Chief Canada V5M 2E9 Group Ltd.
Financial Officer
Chris G. Mendrop Director 1860 Blake Street Blake Street Financial U.S.
Suite 500 Group LLC Consulting
Denver, CO 80202
Marc H. Baldinger Director 850 Lighthouse Drive Riverside Financial U.S.
Palm City, Florida 34990 National Bank Services
Todd Maynard Garrett Director 201 Marsala Drive Cruttenden Roth, Financial U.S.
Newport Beach, CA 92660 Incorporated Services
Craig Grossman Director 7500 East Arapahoe Road On-Line Retail U.S.
Suite 101 Mortgage Services, Mortgage
Englewood, CO 80112 Inc. Broker
<PAGE>
- -----------------------------------------------------------------------------------------------------------------------------
Position with Business Name of Nature of
Name Regency Address Employer Business Citizenship
- -----------------------------------------------------------------------------------------------------------------------------
William R. President, Chief Executive 729 South Federal Hwy. Regency Diversified U.S.
Ponsoldt, Sr. Officer and Chairman Suite 307 Affiliates, Inc. Company
of the Board of Directors Stuart, FL 34994
Stephanie Carey Director West Bay Street Bradley Investment Bahamas
P.O. Box CB10985 Management Management
Nassau, Bahamas (Bahamas) Ltd.
Martin J. Craffey Director 58 Mainsail Drive Self-Employed Real Estate U.S.
Patchogue, NY 11772 Broker
Larry J. Horbach Director 1869 South 120th St. Gateway Energy Oil and Gas U.S.
Omaha, NE 68144 Corp.
William R. Ponsoldt, Jr. Director 770 S.W. Lighthouse Dr. Warner, Fox et Legal Profess. U.S.
Palm City, FL 34990 al., attorneys Assn.
Pamlyn Kelly, Ph.D. Director 10 Winged Foot Drive Human Resource Psychological U.S.
Novato, CA 94949 Concepts Practice
Frederic R. Lowe Director 1345 Avenue of the Americas Smith, Barney Investments U.S.
21st Floor
New York, NY 10105
Douglas F. Long Chief Financial 13377 S, Indian River Dr. Regency Diversified U.S.
Officer Jensen Beach, FL 34957 Affiliates, Inc. Company
Eunice M. Antosh Secretary 802 County Road "N" Regency Diversified U.S.
Yutan, NE 68073 Affiliates, Inc. Company
Marc H. Baldinger Director 850 Lighthouse Drive Riverside Financial U.S.
Palm City, Florida 34990 National Bank Services
</TABLE>
(d) and (e) During the last five years, neither Glas-Aire nor any Instruction C
Person has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding 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 violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
- ---------------------------------------------------------
On July 30, 1999, pursuant to a Purchase Agreement dated July 7, 1999,
Glas-Aire acquired 594,000 shares of the $0.40 par value common stock of Regency
from Mr. Edward Gatz in exchange for 144,000 newly issued shares of Glas-Aire's
$0.01 par value common stock. In addition, on July 30, 1999, pursuant to a
Purchase Agreement dated July 7, 1999, Glas-Aire acquired 594,000 shares of the
$0.40 par value common stock of Regency from Ms. Helen Gatz in exchange for
144,000 newly issued shares of Glas- Aire's $0.01 par value common stock. On
August 4, 1999, pursuant to a Stock Purchase and Exchange Agreement executed on
August 4, 1999, 2,852,375 shares of Regency's $0.40 par value common stock were
delivered to Glas-Aire. The consideration exchanged for the common stock was
cash in the amount of $1,968,000 and 86,000 shares of Glas-Aire's $0.01 par
value common stock, valued at $3.63 per share. The $1,968,000 cash was obtained
from working capital of Glas-Aire.
Item 4. Purpose of Transaction
- ------------------------------
The transactions described herein were undertaken for the purpose of
acquiring control of Regency.
Pursuant to the instructions for sections (a) through (j) of Item 4,
Glas-Aire has plans as follows:
<PAGE>
(a) Depending upon market conditions and other factors that they may deem
material, Glas-Aire or other Instruction C Persons may purchase additional
shares of common stock or related securities of Regency in open market or
privately negotiated transactions or otherwise.
(b) Glas-Aire may consider, but has no present plans or proposals to cause
Regency or any of its subsidiaries to enter into extraordinary corporate
transactions such as a merger, reorganization or liquidation.
(c) Glas-Aire may consider, but has no present plans or proposals to cause
Regency or any of its subsidiaries to sell or transfer a material amount of
assets.
(d) Glas-Aire may consider, but has no present plans or proposals to cause
a change in the present board of directors or management of Regency.
(e) Glas-Aire may consider, but has no present plans or proposals to cause
a material change in the present capitalization or dividend policy of Regency.
(f) Glas-Aire may consider, but has no present plans or proposals to cause
any other material change to the business or corporate structure of Regency.
(g) Glas-Aire may consider, but has no present plans or proposals to cause
a change in the charter or bylaws of Regency or to take other actions which
impede the acquisition of control of Regency by any person.
(h) Glas-Aire may consider, but has no present plans or proposals to cause
the common stock of Regency to be to cease to be quoted on the NASDAQ Electronic
Bulletin Board.
(i) Glas-Aire may consider, but has no present plans or proposals to cause
a class of securities of Regency to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934.
(j) Neither Glas-Aire nor any Instruction C Person has any present plans or
proposals to take any action similar to any of those enumerated in (a) through
(i), above.
Item 5. Interest in Securities of the Issuer
- --------------------------------------------
(a) As of the close of business on August 4, 1999, Glas-Aire and the other
Instruction C Persons beneficially owned 4,040,375 shares (or approximately
26.1% of the outstanding shares) of Regency's $0.40 par value common stock
as follows:
Holder Number of Shares Percent
------ ---------------- -------
Glas-Aire Industries Group Ltd. 4,040,375 26.1%
--------- -----
Total 4,040,375 26.1%
<PAGE>
(b) Glas-Aire has sole power to vote or direct the voting of, and sole power to
dispose or direct the disposition of, the 4,040,375 shares of Common Stock
of Regency.
(c) To the best knowledge and belief of the undersigned, no transactions
involving Regency equity securities have been engaged in by Glas-Aire, its
directors, executive officers, controlling persons, affiliates or
subsidiaries, or by any associates of said parties, within the sixty (60)
days preceding the filing of this Schedule 13D, except as follows:
Glas-Aire acquired 594,000 shares of Regency common stock pursuant to
a Purchase Agreement dated July 7, 1999, in exchange for 144,000
shares of Glas-Aire common stock, valued at $3.63 per share, in a
private transaction.
Glas-Aire acquired an additional 594,000 shares of Regency common
stock pursuant to a second Purchase Agreement dated July 7, 1999, in
exchange for 144,000 shares of Glas-Aire common stock, valued at $3.63
per share, in a private transaction.
Glas-Aire acquired 2,852,375 shares of Regency common stock pursuant
to a Stock Purchase and Exchange Agreement dated August 4, 1999, for
an aggregate consideration of $1,968,000 in cash plus 86,000 newly
issued shares of Glas-Aire common stock, valued at $3.63 per share, in
a private transaction.
(d) To the best knowledge and belief of the undersigned, no person other than
Glas-Aire has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
- --------------------------------------------------------------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or between such persons
and any other person with respect to any securities of Regency, including but
not limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
- ----------------------------------------
Exhibit Description
------- -----------
A Purchase Agreement dated July 7, 1999 between Glas-Aire
Industries Group Ltd. and Dr. Edward E. Gatz
B Purchase Agreement dated July 7, 1999 between Glas-Aire
Industries Group Ltd. and Helen Jeanne Gatz
C Stock Purchase and Exchange Agreement dated August 4, 1999
between Regency Affiliates, Inc. and Glas-Aire Industries Group
Ltd.
<PAGE>
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.
Dated: August 17,1999 Signature:
GLAS-AIRE INDUSTRIES GROUP LTD.
By: /s/ Alex Y.W. Ding
----------------------
Alex Y.W. Ding, President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
GLAS-AIRE INDUSTRIES GROUP LTD.
Common Stock
Purchase Agreement
------------------
July 7, 1999
Dr. Edward E. Gatz
10029 Frederick Street
Omaha NE 68124
Dear Mr. Gatz:
Glas-Aire Industries Group Ltd., a Nevada corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to you (the "Purchaser"), an aggregate of 144,000 shares of the Company's Common
Stock $0.01 par value (the "Securities") in exchange for 594,000 shares of the
common stock of Regency Affiliates, Inc. (the "Regency Shares"). This
transaction in being undertaken in reliance upon Rule 506 adopted under the
United States Securities Act of 1933, as amended (the "Act"). It is our
understanding that you are an "accredited investor" (within the meaning of Rule
501 adopted under the Act).
1. The Company represents and warrants to, and agrees with, the Purchaser
that:
(a) Copies of the Company's Forms 10-KSB for the years ended January
31, 1999 and 1998, the Company's Forms 10-QSB for the quarters ended April
30, 1999 and 1998, the Company's Form 10-QSB for the quarter ended July 31,
1998, the Company's Form 10-QSB for the quarter ended October 31, 1998, and
the Company's Form 8-K relating to the recent change in control of the
Company, have been provided to the Purchaser. The documents referred to in
the previous sentence that have been filed with the United States
Securities and Exchange Commission shall hereinafter be referred to at the
"1934 Act Reports."
(b) The Company has not sustained since the date of the latest audited
financial statements included in the Form 10-KSB for the year ended January
31, 1999 (the "Latest 10-K"), any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental
action, order or decree, and, since the date as of which information is
given in the Latest 10-K there has not been any material change in the
capital stock or long-term debt of the Company or any material adverse
change, or any development involving a prospective change, in the general
affairs, financial position, stockholders' equity or results of operations
of the Company otherwise than as set forth or contemplated in the 1934 Act
Reports;
(c) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of Nevada, with corporate
power and authority to own its properties and conduct its business as
described in the 1934 Act Reports; and the Company has full corporate power
and authority to execute and deliver, and perform its obligations under,
this Agreement;
(d) The Company has an authorized capitalization as set forth in the
Latest 10-K, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
nonassessable;
(e) The Securities have been duly authorized and, when issued and
delivered pursuant to this Agreement, will have been duly executed, issued
and delivered; and the Securities conform, in all material respects, to the
descriptions thereof in the 1934 Act Reports;
<PAGE>
(f) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities and this Agreement and
the consummation of the transactions herein and therein contemplated will
not materially conflict with or result in a material breach or violation of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, sale/leaseback agreement, loan
agreement, or other agreement or instrument to which the Company is a party
or by which the Company is bound or to which any of the property or assets
of the Company is subject;
(g) Other than as set forth or contemplated in the 1934 Act Reports,
there are no legal or governmental proceedings pending to which the Company
or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject other than litigation or
other proceedings which, in the opinion of the Company, will not in the
aggregate have a material adverse effect on the general affairs, financial
position, stockholders' equity or results of operations of the Company and
its subsidiaries, on a consolidated basis (a "Material Adverse Effect");
and, to the best of the knowledge of the Company's officers, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others; and
(h) This Agreement has been duly authorized, executed and delivered by
the Company.
2. Subject to the terms and conditions herein set forth, the Company agrees
to issue and sell to the Purchaser, and the Purchaser agrees to purchase from
the Company, 144,000 shares of the Securities in exchange for the Regency
Shares. The parties agree that the value of the Securities being issued is $3.63
per share and that the value of the Regency Shares being exchanged for the
Securities is equal to or greater than the value of the Securities.
3. The Purchaser hereby represents, warrants and agrees with the Company
that:
(a) He is the sole record and beneficial owner of the Regency Shares
which he is exchanging for the Securities in this transaction, and he is
the exclusive owner of the Regency Shares with absolute right, title and
interest to the Regency Shares. Further, he is transferring the Regency
Shares free of any liens, claims, pledges, judgments or other encumbrances.
(b) He is a sophisticated investor with such knowledge and experience
in financial matters that he is capable of evaluating the relative risks
and merits of acquiring the Securities.
(c) He has thoroughly read this Agreement, and has had the opportunity
to review this Agreement with a competent legal and/or financial
professional advisor of his choice.
(d) He has reviewed and is familiar with the Company's 1934 Act
Reports, and has been provided with copies of all recent filings with the
Securities and Exchange Commission.
(e) He will execute and deliver to the Company any document, or do any
other act or thing, which the Company may reasonably request in connection
with the acquisition of the Securities.
(f) He is able to bear the economic risk of an investment in the
Securities for an indefinite period of time, and further, could bear a
total loss of the investment and not change his standard of living which
existed at the time of such investment.
(g) He is acquiring the Securities for his own account for investment
and without the intention of redistributing the same on the open market.
Further, he is aware that the Securities have not been registered under the
Securities Act of 1933 nor the securities act of any state and other than a
resale in an exempt transaction may not be sold, transferred for value,
pledged, hypothecated, or otherwise encumbered in the absence of an
effective registration of them under the Securities Act of 1933 and/or the
securities laws of any applicable state or in the absence of an opinion of
counsel acceptable to the Company and/or its stock transfer agent that such
registration is not required under such act or acts. Further, he is aware
that the Certificates evidencing the Securities purchased hereunder may
include the above-described restrictions. He acknowledges that the Company
is transferring the Securities pursuant to an exemption from registration
under the Securities Act of 1933, as amended, and applicable exemptions
from such state securities acts. He expressly understands that the Company
shall not have any obligations to register the Securities for any purpose,.
<PAGE>
4. All statements, requests, notices and agreements hereunder shall be in
writing, and shall be delivered or sent by mail, telex or facsimile transmission
to:
If to the Purchaser: Dr. Edward E. Gatz
10029 Frederick Street
Omaha NE 68124
Telephone: (402) 393-9545
Facsimile: (402) 343-0546
If to the Company: Glas-Aire Industries Group Ltd
3137 Grandview Highway
Vancouver, B.C. V5M 2E9 Canada
Telephone: (604)435-2380
Facsimile: (604)
With a copy to: Henry F. Schlueter
Schlueter & Associates, P.C.
1050 eventeenth Street, Suite 1700
Denver, Colorado 80265
Telephone: (303) 292-3883
Facsimile: (303)296-8880
Any such statements, requests, notices, or agreements shall take effect upon
receipt thereof.
5. This Agreement shall be binding upon, and inure solely to the benefit of
the Purchaser and the Company, and their respective heirs, executors,
administrators, successors, and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement.
6. Time shall be of the essence of this Agreement.
7. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nebraska.
8. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same
instrument.
If the foregoing is in accordance with your under standing, please sign and
return to us three counterparts hereof, and upon the acceptance hereof by you,
this letter and such acceptance hereof shall constitute a binding agreement
between you and the Company.
Very truly yours,
GLAS-AIRE INDUSTRIES GROUP LTD.
By:
---------------------------------
---------------------------------
Dr. Edward E. Gatz
GLAS-AIRE INDUSTRIES GROUP LTD.
Common Stock
Purchase Agreement
------------------
July 7, 1999
Helen Jeanne Gatz
10029 Frederick Street
Omaha NE 68124
Dear Mr. Gatz:
Glas-Aire Industries Group Ltd., a Nevada corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to you (the "Purchaser"), an aggregate of 144,000 shares of the Company's Common
Stock $0.01 par value (the "Securities") in exchange for 594,000 shares of the
common stock of Regency Affiliates, Inc. (the "Regency Shares"). This
transaction in being undertaken in reliance upon Rule 506 adopted under the
United States Securities Act of 1933, as amended (the "Act"). It is our
understanding that you are an "accredited investor" (within the meaning of Rule
501 adopted under the Act).
1. The Company represents and warrants to, and agrees with, the Purchaser
that:
(a) Copies of the Company's Forms 10-KSB for the years ended January
31, 1999 and 1998, the Company's Forms 10-QSB for the quarters ended April
30, 1999 and 1998, the Company's Form 10-QSB for the quarter ended July 31,
1998, the Company's Form 10-QSB for the quarter ended October 31, 1998, and
the Company's Form 8-K relating to the recent change in control of the
Company, have been provided to the Purchaser. The documents referred to in
the previous sentence that have been filed with the United States
Securities and Exchange Commission shall hereinafter be referred to at the
"1934 Act Reports."
(b) The Company has not sustained since the date of the latest audited
financial statements included in the Form 10-KSB for the year ended January
31, 1999 (the "Latest 10-K"), any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental
action, order or decree, and, since the date as of which information is
given in the Latest 10-K there has not been any material change in the
capital stock or long-term debt of the Company or any material adverse
change, or any development involving a prospective change, in the general
affairs, financial position, stockholders' equity or results of operations
of the Company otherwise than as set forth or contemplated in the 1934 Act
Reports;
(c) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of Nevada, with corporate
power and authority to own its properties and conduct its business as
described in the 1934 Act Reports; and the Company has full corporate power
and authority to execute and deliver, and perform its obligations under,
this Agreement;
(d) The Company has an authorized capitalization as set forth in the
Latest 10-K, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
nonassessable;
(e) The Securities have been duly authorized and, when issued and
delivered pursuant to this Agreement, will have been duly executed, issued
and delivered; and the Securities conform, in all material respects, to the
descriptions thereof in the 1934 Act Reports;
<PAGE>
(f) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities and this Agreement and
the consummation of the transactions herein and therein contemplated will
not materially conflict with or result in a material breach or violation of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, sale/leaseback agreement, loan
agreement, or other agreement or instrument to which the Company is a party
or by which the Company is bound or to which any of the property or assets
of the Company is subject;
(g) Other than as set forth or contemplated in the 1934 Act Reports,
there are no legal or governmental proceedings pending to which the Company
or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject other than litigation or
other proceedings which, in the opinion of the Company, will not in the
aggregate have a material adverse effect on the general affairs, financial
position, stockholders' equity or results of operations of the Company and
its subsidiaries, on a consolidated basis (a "Material Adverse Effect");
and, to the best of the knowledge of the Company's officers, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others; and
(h) This Agreement has been duly authorized, executed and delivered by
the Company.
2. Subject to the terms and conditions herein set forth, the Company agrees
to issue and sell to the Purchaser, and the Purchaser agrees to purchase from
the Company, 144,000 shares of the Securities in exchange for the Regency
Shares. The parties agree that the value of the Securities being issued is $3.63
per share and that the value of the Regency Shares being exchanged for the
Securities is equal to or greater than the value of the Securities.
3. The Purchaser hereby represents, warrants and agrees with the Company
that:
(a) She is the sole record and beneficial owner of the Regency Shares
which She is exchanging for the Securities in this transaction, and she is
the exclusive owner of the Regency Shares with absolute right, title and
interest to the Regency Shares. Further, she is transferring the Regency
Shares free of any liens, claims, pledges, judgments or other encumbrances.
(b) She is a sophisticated investor with such knowledge and experience
in financial matters that she is capable of evaluating the relative risks
and merits of acquiring the Securities.
(c) She has thoroughly read this Agreement, and has had the
opportunity to review this Agreement with a competent legal and/or
financial professional advisor of her choice.
(d) She has reviewed and is familiar with the Company's 1934 Act
Reports, and has been provided with copies of all recent filings with the
Securities and Exchange Commission.
(e) She will execute and deliver to the Company any document, or do
any other act or thing, which the Company may reasonably request in
connection with the acquisition of the Securities.
(f) She is able to bear the economic risk of an investment in the
Securities for an indefinite period of time, and further, could bear a
total loss of the investment and not change her standard of living which
existed at the time of such investment.
(g) She is acquiring the Securities for her own account for investment
and without the intention of redistributing the same on the open market.
Further, she is aware that the Securities have not been registered under
the Securities Act of 1933 nor the securities act of any state and other
than a resale in an exempt transaction may not be sold, transferred for
value, pledged, hypothecated, or otherwise encumbered in the absence of an
effective registration of them under the Securities Act of 1933 and/or the
securities laws of any applicable state or in the absence of an opinion of
counsel acceptable to the Company and/or its stock transfer agent that such
registration is not required under such act or acts. Further, she is aware
that the Certificates evidencing the Securities purchased thereunder may
include the above-described restrictions. She acknowledges that the Company
is transferring the Securities pursuant to an exemption from registration
under the Securities Act of 1933, as amended, and applicable exemptions
from such state securities acts. She expressly understands that the Company
shall not have any obligations to register the Securities for any purpose,.
<PAGE>
4. All statements, requests, notices and agreements hereunder shall be in
writing, and shall be delivered or sent by mail, telex or facsimile transmission
to:
If to the Purchaser: Helen Jeanne Gatz
10029 Frederick Street
Omaha NE 68124
Telephone: (402) 393-9545
Facsimile: (402) 343-0546
If to the Company: Glas-Aire Industries Group Ltd
3137 Grandview Highway
Vancouver, B.C. V5M 2E9 Canada
Telephone: (604)435-2380
Facsimile: (604)
With a copy to: Henry F. Schlueter
Schlueter & Associates, P.C.
1050 Seventeenth Street, Suite 1700
Denver, Colorado 80265
Telephone: (303) 292-3883
Facsimile: (303)296-8880
Any such statements, requests, notices, or agreements shall take effect upon
receipt thereof.
5. This Agreement shall be binding upon, and inure solely to the benefit of
the Purchaser and the Company, and their respective heirs, executors,
administrators, successors, and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement.
6. Time shall be of the essence of this Agreement.
7. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nebraska.
8. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same
instrument.
If the foregoing is in accordance with your under standing, please sign and
return to us three counterparts hereof, and upon the acceptance hereof by you,
this letter and such acceptance hereof shall constitute a binding agreement
between you and the Company.
Very truly yours,
GLAS-AIRE INDUSTRIES GROUP LTD.
By:
-----------------------------------
-----------------------------------
Helen Jeanne Gatz
STOCK PURCHASE AND EXCHANGE AGREEMENT
-------------------------------------
THIS AGREEMENT, made as of the day of August, 1999, between REGENCY
AFFILIATES, INC. ("Regency"), a corporation organized under the laws of the
State of Delaware, and GLAS-AIRE INDUSTRIES GROUP LTD. ("Glas-Aire"), a
corporation organized under the laws of the State of Nevada.
WITNESSETH:
WHEREAS, Regency Affiliates, Inc., through its wholly-owned subsidiary,
Speed.com, Inc., is the owner of 516,915 shares of the issued and outstanding
Common Stock, $0.01 par value, of Glas-Aire Industries Group Ltd.; and
WHEREAS, Glas-Aire Industries Group Ltd. is the owner of 1,188,000 shares
of the issued and outstanding Common Stock, $0.40 par value, of Regency
Affiliates, Inc.; and
WHEREAS, Regency Affiliates, Inc. desires to acquire additional shares of
the Common Stock, $0.01 par value, of Glas-Aire Industries Group Ltd.; and
WHEREAS, Glas-Aire Industries Group Ltd. desires to acquire additional
shares of the Common Stock, $0.40 par value, of Regency Affiliates, Inc.;
NOW, THEREFORE, in consideration of the premises, the mutual promises
hereinafter contained and other good and valuable considerations, receipt of
which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION I
STOCK PURCHASE PRICE AND TERMS
------------------------------
1.1 SALE AND PURCHASE OF THE REGENCY STOCK. Subject to the terms and
conditions hereof, on the Closing Date (as such term is hereinafter defined),
Regency shall sell to Glas-Aire and Glas-Aire shall purchase from Regency,
2,852,375 shares of the Common Stock, $0.40 par value of Regency (the "Regency
Stock") for a total purchase price ("Purchase Price") as follows:
(a) One Million Nine Hundred Sixty-eight Thousand Dollars
($1,968,000.00) payable in cash at Closing; and
(b) Eighty-six Thousand (86,000) shares of the Common Stock, $0.01 par
value of Glas-Aire, deliverable at Closing (the "Glas-Aire Stock").
1.2 CLOSING. The closing ("Closing") of the sale and purchase of the Stock
shall be held at the offices of Regency (or at such other place as may be
mutually agreed) on August ___, 1999.
1.3 DELIVERY OF STOCK CERTIFICATES. At the Closing:
(a) Regency shall deliver to Glas-Aire certificates representing the
Regency Stock, in such denominations as reasonably requested by Glas-Aire.
(b) Glas-Aire shall deliver to Regency certificates representing the
Glas-Aire Stock, in such denominations as reasonably requested by Regency.
1.4 EXAMINATION OF CERTIFICATES. Each party shall permit the other to
examine the certificates for the Regency Stock or Glas-Aire Stock, as the case
may be, endorsements, stock powers and supporting papers at the Closing and at
such times and dates prior thereto as such party may reasonably request.
<PAGE>
SECTION II
REPRESENTATIONS AND WARRANTIES OF REGENCY AFFILIATES, INC.
----------------------------------------------------------
Regency represents and warrants to Glas-Aire that:
2.1 CORPORATE.
(a) The authorized capitalization of the Regency consists of Twenty-
five million shares of preferred and common stock of which 12,632,089 shares of
its $0.40 p.v. Common Stock are validly issued, fully paid, non-assessable and
outstanding, and 12,460 shares are held by the Company as treasury shares.
(b) The copies previously furnished to Glas-Aire of the Articles of
Incorporation, the Bylaws and proceedings of the shareholders and directors of
Regency are true and correct.
(c) Except as set forth in Schedule 2.1(b), no agreement other than
this Agreement exists regarding the sale, issuance or transfer of any shares of
the Common Stock of Regency. At the Closing, the Regency Stock shall be
transferred to Glas-Aire and upon such transfer, Glas-Aire shall acquire
absolute title to the Regency Stock free and clear of all liens, charges,
encumbrances and assessments whatsoever. The Regency Stock shall be issued
pursuant to an exemption from registration under the Securities Act of 1933. No
registration or filing with, and no consent or approval of, or other action by
any federal, state or other governmental agency or instrumentality is or will be
necessary for the valid execution and performance of this Agreement.
(d) Regency is a corporation organized, validly existing and in good
standing under the laws of the State of Delaware, and is duly qualified in the
jurisdictions in which the ownership or leasing of property or the nature of its
business require its qualification; and Regency has the power to own and lease
its properties and carry on its business as and where now conducted.
(e) The Consolidated Financial Statements of Regency as of the end of
the fiscal years ending December 31, 1998 and 1997, and related notes, as
contained in Regency's annual reports on SEC Form 10-K, and as further set forth
in the interim reports filed by Regency on SEC Form10-Q, are true and correct,
have been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved and accurately
present the financial condition of Regency as of the dates stated and the
results of its operations during such periods.
(f) There is no suit, action, administrative, arbitration or other
proceeding, or any governmental investigation, pending or threatened, against
Regency, or any of its respective properties or assets or any basis known by
Regency therefor, which affects the validity of this Agreement or any agreement
contemplated herein or any action to be taken by Regency in connection herewith
or therein.
(g) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby by Regency have been duly authorized,
and as of the Closing Date, no further corporate authorization in connection
therewith will be required on the part of Regency.
(h) Neither the execution and delivery of this Agreement nor
compliance with the terms and provisions of this Agreement will breach or
violate any provision of the Articles of Incorporation or Bylaws of Regency, or
any statute, regulation or ordinance of any governmental authority, or conflict
with or result in the breach of any term, condition or provision of any
agreement or instrument to which Regency is a party, or by which Regency is or
may be bound, or constitute a default thereunder or result in the creation or
<PAGE>
imposition of any lien, charge, encumbrance, or restriction of any nature
whatsoever, or give to any person any interest or right, including rights of
termination, acceleration or cancellation, in or with respect to the Regency
Stock or the properties, assets, contracts, or business of Regency.
2.2 INVESTMENT REPRESENTATION. Regency agrees that any Common Stock of
Glas-Aire which it may acquire by virtue of this Agreement has not been
registered under the Securities Act of 1933, as amended, shall be "restricted
stock" pursuant to SEC Rule 144, shall be acquired for investment purposes only
and not with a view toward distribution or resale; provided, however that this
provision shall become inoperative in the event the said Common Stock shall be
registered under the Securities Act of 1933, as amended, or in the event there
is presented to Glas-Aire an opinion of counsel satisfactory to Glas-Aire to the
effect that the offer and sale of the securities may lawfully be made without
registration under the Securities Act of 1933, as amended.
2.3 DISCLOSURE. No representation or warranty in this Agreement, nor any
statement, certificate, schedule or exhibit furnished or to be furnished by or
on behalf of Regency pursuant to this Agreement, nor any document or certificate
delivered to Glas-Aire pursuant to this Agreement in connection with the
transactions contemplated herein, contains or shall contain any untrue statement
of a material fact or omits or shall omit to state a material fact necessary to
make the statements contained therein not misleading.
SECTION III
REPRESENTATIONS AND WARRANTIES OF GLAS-AIRE INDUSTRIES GROUP LTD.
-----------------------------------------------------------------
Glas-Aire represents and warrants to Regency that:
3.1 CORPORATE.
(a) The authorized capitalization of the Glas-Aire consists of
1,000,000 shares of preferred and 3,000,000 shares of common stock of which
1,732,417 shares of its $0.01 p.v. Common Stock are validly issued, fully paid,
non-assessable and outstanding, and 158,872 shares are held by the Company as
treasury shares.
(b) The copies previously furnished to Regency of the Articles of
Incorporation, the Bylaws and proceedings of the shareholders and directors of
Glas-Aire are true and correct.
(c) Except as set forth in Schedule 2.1(b), no agreement other than
this Agreement exists regarding the sale, issuance or transfer of any shares of
the Common Stock of Glas-Aire. At the Closing, the Glas-Aire Stock shall be
transferred to Regency and upon such transfer, Regency shall acquire absolute
title to the Glas-Aire Stock free and clear of all liens, charges, encumbrances
and assessments whatsoever. The Glas-Aire Stock shall be issued pursuant to an
exemption from registration under the Securities Act of 1933. No registration or
filing with, and no consent or approval of, or other action by any federal,
state or other governmental agency or instrumentality is or will be necessary
for the valid execution and performance of this Agreement.
(d) Glas-Aire is a corporation organized, validly existing and in good
standing under the laws of the State of Nevada, and is duly qualified in the
jurisdictions in which the ownership or leasing of property or the nature of its
business require its qualification; and Glas-Aire has the power to own and lease
its properties and carry on its business as and where now conducted.
(e) The Consolidated Financial Statements of Glas-Aire as of the end
of the fiscal years ending January 31, 1999 and 1998, and related notes, as
contained in Glas-Aire's annual reports on SEC Form 10-K, and as further set
forth in the interim reports filed by Glas-Aire on SEC Form 10-Q, are true and
correct, have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis throughout the periods involved and
accurately present the financial condition of Glas-Aire as of the dates stated
and the results of its operations during such periods.
<PAGE>
(f) There is no suit, action, administrative, arbitration or other
proceeding, or any governmental investigation, pending or threatened, against
Glas-Aire, or any of its respective properties or assets or any basis known by
Glas-Aire therefor, which affects the validity of this Agreement or any
agreement contemplated herein or any action to be taken by Glas-Aire in
connection herewith or therein.
(g) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby by Glas-Aire have been duly authorized,
and as of the Closing Date, no further corporate authorization in connection
therewith will be required on the part of Glas-Aire.
(e) Neither the execution and delivery of this Agreement nor
compliance with the terms and provisions of this Agreement will breach or
violate any provision of the Articles of Incorporation or Bylaws of Glas-Aire,
or any statute, regulation or ordinance of any governmental authority, or
conflict with or result in the breach of any term, condition or provision of any
agreement or instrument to which Glas-Aire is a party, or by which Glas-Aire is
or may be bound, or constitute a default thereunder or result in the creation or
imposition of any lien, charge, encumbrance, or restriction of any nature
whatsoever, or give to any person any interest or right, including rights of
termination, acceleration or cancellation, in or with respect to the Glas-Aire
Stock or the properties, assets, contracts, or business of Glas-Aire.
3.2 INVESTMENT REPRESENTATION. Glas-Aire agrees that any Common Stock of
Regency which it may acquire by virtue of this Agreement has not been registered
under the Securities Act of 1933, as amended, shall be "restricted stock"
pursuant to SEC Rule 144, shall be acquired for investment purposes only and not
with a view toward distribution or resale; provided, however that this provision
shall become inoperative in the event the Common Stock shall be registered under
the Securities Act of 1933, as amended, or in the event there is presented to
Regency an opinion of counsel satisfactory to Regency to the effect that the
offer and sale of the securities may lawfully be made without registration under
the Securities Act of 1933, as amended.
3.3 DISCLOSURE. No representation or warranty in this Agreement, nor any
statement, certificate, schedule or exhibit furnished or to be furnished by or
on behalf of Glas-Aire pursuant to this Agreement, nor any document or
certificate delivered to Regency pursuant to this Agreement in connection with
the transactions contemplated herein, contains or shall contain any untrue
statement of a material fact or omits or shall omit to state a material fact
necessary to make the statements contained therein not misleading.
SECTION IV
----------
CONDITIONS PRECEDENT TO OBLIGATIONS OF REGENCY
----------------------------------------------
4.1 GENERAL. Each and every obligation of Regency to be performed upon or
in connection with the Closing shall be subject to the satisfaction on or before
the Closing Date of the following conditions, any of which may be waived in
writing by Regency:
(a) REPRESENTATION AND WARRANTIES. The representations and warranties
of Glas-Aire contained in this Agreement shall be true at and as of the Closing
as though such representations and warranties were made at and as of the Closing
Date, and all references in such representations and warranties, specific or
implied, to any date which such representations and warranties are made also
shall mean and include the Closing Date.
(b) COMPLIANCE WITH AGREEMENT. Glas-Aire shall have performed and
complied with its obligations under this Agreement which are to be performed or
complied with on or prior to the Closing Date.
(c) NO LITIGATION. No investigation, suit, action or other proceeding
shall be threatened or pending before any court or governmental agency which, in
the opinion of counsel to Regency, might result in (i) the restraint,
prohibition or the obtaining of damages or other relief in connection with this
Agreement or the consummation of the transactions contemplated hereby, or (ii)
any material claim against Regency.
<PAGE>
(d) EVENT OF DEFAULT. There shall have been no event of default under
this Agreement nor any event, which with notice or lapse of time, or both, would
become such an event of default.
(e) CORPORATE PROCEEDINGS. All corporate and other proceedings and all
documents incidental to the transactions involved in the Closing shall be
satisfactory in substance and form to Regency, and Regency shall have received
all such counterpart originals or certified or other copies of such documents as
Regency reasonably may request.
(f) EXHIBITS. Each and every exhibit called for herein shall have been
attached hereto and shall contain no disclosure which materially adversely
affects, or would, with the lapse of time, materially adversely affect the
financial condition, business, results of operations, properties or assets of
Glas-Aire.
SECTION V
CONDITIONS PRECEDENT TO OBLIGATIONS OF GLAS-AIRE INDUSTRIES
-----------------------------------------------------------
GROUP LTD.
----------
5.1 GENERAL. Each and every obligation of Glas-Aire to be performed upon or
in connection with the Closing shall be subject to the satisfaction on or before
the Closing Date of the following conditions, any of which may be waived in
writing by Glas-Aire:
(a) REPRESENTATION AND WARRANTIES. The representations and warranties
of Regency contained in this Agreement shall be true at and as of the Closing as
though such representations and warranties were made at and as of the Closing
Date, and all references in such representations and warranties, specific or
implied, to any date which such representations and warranties are made also
shall mean and include the Closing Date.
(b) COMPLIANCE WITH AGREEMENT. Regency shall have performed and
complied with its obligations under this Agreement which are to be performed or
complied with on or prior to the Closing Date.
(c) NO LITIGATION. No investigation, suit, action or other proceeding
shall be threatened or pending before any court or governmental agency which, in
the opinion of counsel to Glas-Aire, might result in (i) the restraint,
prohibition or the obtaining of damages or other relief in connection with this
Agreement or the consummation of the transactions contemplated hereby, or (ii)
any material claim against Glas-Aire.
(d) EVENT OF DEFAULT. There shall have been no event of default under
this Agreement nor any event, which with notice or lapse of time, or both, would
become such an event of default.
(e) CORPORATE PROCEEDINGS. All corporate and other proceedings and all
documents incidental to the transactions involved in the Closing shall be
satisfactory in substance and form to Glas-Aire, and Glas-Aire shall have
received all such counterpart originals or certified or other copies of such
documents as Glas-Aire reasonably may request.
(f) EXHIBITS. Each and every exhibit called for herein shall have been
attached hereto and shall contain no disclosure which materially adversely
affects, or would, with the lapse of time, materially adversely affect the
financial condition, business, results of operations, properties or assets of
Regency.
<PAGE>
SECTION VI
CLOSING
-------
6.1 REGENCY'S ACTIONS. Regency shall take the following actions at the
Closing:
(a) Regency shall furnish Glas-Aire a copy, duly certified by the
secretary or assistant secretary of Regency, of resolutions duly adopted by the
Board of Directors of Regency authorizing and approving the execution, delivery
and performance by Regency of this Agreement and the matters contained herein.
(b) Regency shall make delivery of the Regency Stock due at Closing.
6.2 GLAS-AIRE'S ACTIONS. Glas-Aire shall take the following
actions at
the Closing:
(a) Glas-Aire shall furnish Regency a copy, duly certified by the
secretary or assistant secretary of Glas-Aire, of resolutions duly adopted by
the Board of Directors of Glas-Aire authorizing and approving the execution,
delivery and performance by Glas-Aire of this Agreement and the matters
contained herein.
(b) Glas-Aire shall make delivery of the Glas-Aire Stock due at
Closing.
(c) Glas-Aire shall make payment of the cash portion of the Purchase
Price due at Closing.
SECTION VII
INDEMNIFICATIONS
----------------
7.1 Regency agrees to indemnify Glas-Aire and hold Glas-Aire harmless from
any and all liabilities, obligations, losses, damages and deficiencies resulting
from or arising out of any breach of any covenant or obligation made or incurred
by Regency as provided for herein.
7.2 Glas-Aire agrees to indemnify Regency and hold Regency harmless from
any and all liabilities, obligations, losses, damages and deficiencies resulting
from or arising out of any breach of any covenant or obligation made or incurred
by Glas-Aire as provided for herein.
SECTION VIII
MISCELLANEOUS
-------------
8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Regency and Glas-Aire contained in this Agreement shall survive
the Closing on the Closing Date for a period of four (4) years.
8.2 EXPENSES. Whether or not any of the transactions contemplated under
this Agreement shall be consummated, each party hereto shall pay or cause to be
paid the cost of such party's performance of and compliance with this Agreement,
including all taxes (including penalties and interest) imposed upon such party
by any taxing authority in connection with the transactions contemplated by this
Agreement. Attorney fees incurred by the parties in connection with this
Agreement shall be borne by the party incurring said fees.
8.3 BROKERS. Regency and Glas-Aire each represents, warrants and covenants
to the other that there is no broker entitled to compensation by reason of this
transaction.
8.4 MODIFICATION AND WAIVERS. This Agreement may be modified, amended or
changed only by an instrument in writing signed by the party against whom the
enforcement thereof is sought. No waiver of the performance of any term or
provision of this Agreement shall be valid or effective for any purpose unless
such waiver shall be in writing and signed by the party making the waiver.
8.5 ENTIRE AGREEMENT, AMENDMENT, SUCCESSORS. This Agreement (including the
Exhibits hereto) and the other agreements referred to herein constitute the
entire agreement between the parties with respect to the transactions
contemplated herein, and supersedes all prior agreements and undertakings
between the parties relating to such transactions. Neither party shall be liable
<PAGE>
or bound to the other party hereto in any manner with respect to such
transactions by any warranties, representations, indemnities, covenants or
agreements except as specifically set forth herein or in any amendment to this
Agreement which is in writing and signed by both parties. This Agreement shall
be binding on and inure to the benefit of the successors and permitted assigns
of the respective parties hereto.
8.6 COUNTERPARTS. This Agreement may be executed in several counterparts
each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
8.7 GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Florida.
8.8 HEADINGS. The various headings used in this Agreement are for
convenience only and are not to be used in interpreting the text of the Section
in which they appear or to which they relate.
8.9 FURTHER ASSURANCES. Regency and Glas-Aire each agrees that it will upon
the reasonable request of the other do, execute, acknowledge and deliver all
such further acts, assignments, transfers, conveyances, and assurances as may be
necessary or desirable to assign, transfer, grant, convey, assure, perfect,
confirm to and vest in the other, its successors and assigns, title to and
possession of the property to be transferred hereunder.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf and attested by its officers thereunto duly
authorized, all as of the day and year first above written.
WITNESSES REGENCY AFFILIATES, INC.
/s/ Douglas F. Long By /s/ William R. Ponsoldt
- ------------------- --------------------------
President William R. Ponsoldt,
/s/ Jacqueline Teske Dated: 8-2-99
- -------------------- -------------
Jacqueline Teske
/s/ illegible And By /s/ Eunice Antosh
- ------------- ------------------------
Secretary Eunice Antosh,
/s/ Neil A. Fortkamp Dated: 8-2-99
- -------------------- -------------
Neil A. Fortkamp
GLAS-AIRE INDUSTRIES GROUP LTD.
/s/ Jennifer Takahashi By /s/ Alex Yie Wie Ding
- ---------------------- ------------------------
Jennifer Takahashi Alex Yie Wie Ding,
President
/s/ illegible Dated: 8-4-99
- ------------- -------------
/s/ Jennifer Takahashi And By /s/ Alex Ding
- ---------------------- --------------------
Jennifer Takahashi Alex Ding, Secretary
/s/ illegible Dated: 8-4-99
- ------------- -------------
