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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) June 7, 1996
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THE ROTHCHILD COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0773-A 65-0110447
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1055 West Hastings Street, Suite 2380, Vancouver, British Columbia V6E 2E9
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 684-6508
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102 N.E. 2nd Street, Suite 193, Boca Raton, Florida 33432
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
The Rothchild Companies, Inc. (the "Company") announced that on
June 7, 1996, 600,000 shares of its Common Stock (the "Stock"), 60% of the
Company's voting securities, were acquired by Laminco Resources, Inc.
("Laminco"), a publicly-held British Columbia corporation engaged in exploration
and development of natural resources with operations in Mexico, in a purchase
transaction with nine shareholders (the "Acquisition"). The Stock was acquired
for an aggregate purchase price of $90,000, representing $0.15 per share, which
was paid in cash from Laminco's operating resources. Prior to the Acquisition,
Laminco did not beneficially own any shares of the Company's Common Stock. The
selling shareholders and the number of shares sold by each are as follows:
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Norman H. Becker 120,000
Frank Bauer 60,000
LaSala & Company, Inc. 119,500
Alicia M. LaSala 12,500
Alicia M. LaSala as custodian for
Nicholas F. LaSala 25,500
Jodi Sandstrom 22,500
Ronald Martini 50,000
Diane Martini 49,107
Corporate Investment Associates 140,893
</TABLE>
Prior to the Acquisition, Kelsey Boltz, Michael J. Hopley and
David Alexander were appointed to vacant positions on the Company's Board of
Directors. Messrs. Boltz and Alexander are officers of Laminco. Mr. Hopley was
formerly Vice President of Exploration and Corporate Development of Bema Gold
Corporation, a publicly-held exploration and development company with operations
in Chile, Argentina, Venezuela and the United States. Upon consummation of the
Acquisition, Norman H. Becker and Frank Bauer resigned their officer and
director positions with the Company, and the Company appointed the following new
officers:
Kelsey Boltz --Chief Executive Officer
Michael J. Hopley --President and Chief Operating Officer
David Alexander --Secretary, Treasurer and Chief Financial Officer
The new address for the Company's principle executive offices is
1055 West Hastings Street, Suite 2380, Vancouver, British Columbia V6E 2E9.
ITEM 7. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
2.1 Stock Purchase Agreement by and between Laminco, the Company, and
certain selling shareholders dated June 6, 1996.
</TABLE>
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SIGNATURES
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.
/s/ Kelsey Boltz
-------------------------------------
Kelsey Boltz
Chief Executive Officer
Date: June 21, 1996
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EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into this 4th day of June, 1996, by and between LAMINCO RESOURCES, INC., a
British Columbia corporation ("Buyer"), THE ROTHCHILD COMPANIES, INC., a
Delaware corporation (the "Company"), the shareholders of the Company identified
in Schedule 1 attached hereto (collectively the "Principal Shareholders" and
individually each a "Principal Shareholder") and the shareholders of the Company
identified in Schedule 2 attached hereto (collectively the "Outside
Shareholders" and individually each an "Outside Shareholder").
RECITALS:
A. By this Agreement, Buyer agrees to acquire 600,000 shares of the
Company's Common Stock, representing 60% of the outstanding Common Stock of the
Company, collectively from the Principal Shareholders and the Outside
Shareholders, all on the terms and conditions set forth herein.
B. The Principal Shareholders and Outside Shareholders further agree,
pursuant to the terms of this Agreement, to deliver to the Buyer lock-up
agreements by which shareholders of the Company shall agree not to transfer
150,000 shares, in the aggregate, of the Company's Common Stock until January 1,
1997.
In consideration of the mutual covenants, agreements, representations
and warranties contained herein, Buyer, the Company, the Principal Shareholders
and the Outside Shareholders agree as follows:
ARTICLE I
DEFINITIONS
1.1 Additional Shares. The term "Additional Shares" shall have the
meaning assigned in Paragraph 4.2.
1.2 Agreement. The term "Agreement" means this Agreement and all
documents, schedules and exhibits delivered hereunder.
1.3 Closing. The term "Closing" shall mean consummation of the
acquisition of the Stock provided for herein by the actions required pursuant to
Article III hereof.
1.4 Disclosure Documents. The term "Disclosure Documents" shall mean
the Company's (i) Annual Reports on Form 10-K for the fiscal years ended
December 31, 1993, 1994, and 1995, (ii) Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994, September 30, 1994, March 31,
1995, June 30, 1995, September 30, 1995, and March 31, 1996, (iii) Current
Report on Form 8-K dated April 22, 1996, and (iv) federal corporate income tax
return, with exhibits and attachments, for the calendar years 1993, 1994 and
1995.
1.5 Indemnified Party. The term "Indemnified Party" shall have the
meaning assigned in Paragraph 11.3.
1.6 Indemnifying Party. The term "Indemnifying Party" shall have the
meaning assigned in Paragraph 11.3.
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1.7 Lock-Up Agreements. The term "Lock-Up Agreements" shall have the
meaning assigned in Paragraph 2.2.
1.8 Related Entity. The term "Related Entity" shall mean each
corporation, partnership, joint venture or other entity in which the Company
holds, directly or indirectly, any capital stock or equity interest, excluding
The Rothchild Group, Inc.
1.9 Shareholders. The term "Shareholders" shall mean the Principal
Shareholders and the Outside Shareholders collectively. The term "Shareholder"
shall refer to the Shareholders individually.
1.10 Stock. The term "Stock" shall mean the 600,000 shares of the
Company's Common Stock to be acquired pursuant to this Agreement.
ARTICLE II
PURCHASE AND SALE OF STOCK
2.1 Purchase and Sale of Stock. At the Closing, Buyer shall purchase
the Stock from the Shareholders and the Shareholders shall sell the Stock to
Buyer for the aggregate purchase price of $90,000, representing $0.15 per share.
Each Shareholder shall sell the number of shares and receive the consideration
set forth adjacent to his, her or its name on Exhibit "A" attached hereto.
2.2 Lock-Ups. The Shareholders hereby agree to deliver to Buyer at
Closing lock-up agreements (the "Lock-Up Agreements"), substantially in the form
attached as Exhibit "B," executed by shareholders of the Company, which
shareholders may include persons that are not a parties to this Agreement, which
(i) absolutely restrict the transfer, assignment, pledge, hypothecation or other
disposition of, in the aggregate, 150,000 shares of the Company's Common Stock
until January 1, 1997, and (ii) specify the stock certificate numbers
representing such 150,000 shares.
ARTICLE III
CLOSING
3.1 Closing. The Closing shall take place at 10:00 a.m. on the later of
June 4, 1996 or 10 business days after satisfaction of the conditions set forth
herein at such time and place as shall be mutually agreed upon by the parties.
3.2 Actions by the Company and the Shareholders. At the Closing, the
Company and the Shareholders shall deliver or cause to be delivered to Buyer, in
form and substance reasonably acceptable to Buyer and its counsel, duly
executed:
(a) The stock certificates representing the Stock in the name of
the Buyer;
(b) The Lock-Up Agreements restricting transfer of 150,000 shares
of the Company's Common Stock until January 1, 1997;
(c) The agreements, certificates and other documents contemplated
by Article VIII of this Agreement; and
(d) Such other instruments as Buyer or its counsel shall
reasonably require.
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3.3 Actions by Buyer. At the Closing, Buyer shall deliver or cause to
be delivered to the Shareholders, in form and substance reasonably acceptable to
the Shareholders and their counsel, duly executed:
(a) The consideration set forth in Section 2.1 hereof;
(b) $100,000 representing payment pursuant to the agreements
executed in accordance with Section 8.5;
(c) The agreements, certificates and other documents contemplated
by Article IX hereof; and
(d) Such other instruments as the Shareholders or their counsel
shall reasonably require.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND THE PRINCIPAL SHAREHOLDERS
The Company and the Principal Shareholders hereby represent and warrant
to Buyer as follows:
4.1 Corporate Organization. The Company is a corporation duly
organized, validly existing and in good standing under the laws of Delaware; has
the full power and authority to carry on its business as it is now being
conducted and to own, lease and operate its properties and assets.
4.2 Capitalization. The authorized capital stock of the Company
consists of 20,000,000 shares of common stock, $0.001 par value. No shares of
capital stock other than the Stock and an additional 400,000 shares of common
stock (the "Additional Shares") are issued and outstanding, and no shares of
capital stock are held in treasury. The Stock and Additional Shares are duly
authorized, validly issued, fully paid and nonassessable. Except for the Stock
and the Additional Shares, there are no shares of capital stock or other
securities of the Company outstanding; there are no outstanding options,
warrants, conversion privileges or other rights to purchase or acquire any
capital stock of the Company; and there are no agreements, contracts,
commitments or other restrictions by which the Company is bound to issue any
shares of its capital stock.
4.3 Subsidiaries and Related Entities. All shares of capital stock of
each incorporated Related Entity and the Company's interest in each
unincorporated Related Entity are owned directly or indirectly by the Company
free and clear of all liens. Each Related Entity (A) is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; (B) has the full power and authority to carry on its business as
it is now being conducted and to own, lease and operate its properties and
assets; and (C) is duly qualified or licensed to do business in good standing in
every jurisdiction in which the character or location of the properties and
assets owned, leased or operated by it or the conduct of its business requires
such licensing or qualification. The Company has previously delivered to Buyer
complete and correct copies of the charter, bylaws or other organizational
documents or agreements of each Related Entity, as presently in effect. Except
where the context requires otherwise, references to the Company herein shall
mean the Company and its Related Entities.
4.4 Authorization. The Company has the full power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby
applicable to it and has taken all action necessary to authorize the execution
and delivery of this Agreement and the performance of the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by the Company and no other action is necessary to authorize the
transactions contemplated hereby. This Agreement is a valid and binding
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obligation of the Company enforceable in accordance with its terms, except as
such enforcement may be limited under principles of equity or the availability
of equitable remedies, such as specific performance, injunctive relief or
waiver.
4.5 No Violation. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will: (i) violate
any provision of the Articles of Incorporation or Bylaws of the Company, (ii)
violate, conflict with, constitute a breach of or default under (or an event
which, with or without due notice or lapse of time, or both, or the happening or
occurrence of any other event, would constitute a default under), or cause or
permit the acceleration of the maturity of, any debt, obligation, agreement,
contract, commitment or other restriction, including any permit, license,
approval or authorization, to which the Company is a party or by which it is
bound, (iii) result in the creation or imposition of any lien upon any property
or assets of the Company, or (iv) violate any law, rule, regulation or other
requirement, or judgment, order or decree, applicable to or binding upon the
Company.
4.6 Consents and Approvals. No consent, approval or authorization of,
or declaration, filing or registration with, any person, including any
governmental or regulatory authority, is required in connection with the
execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby.
4.7 Financial Statements. The Company has previously furnished to Buyer
balance sheets of the Company as of December 31, 1993, 1994 and 1995, and
statements of income, changes in stockholders' equity and cash flows for the
periods then ended, all certified by Thomas W. Klash, CPA. The balance sheets
are complete and fairly present the assets, liabilities and financial condition
of the Company as of the respective dates thereof, and the statements of income
and cash flows are complete and fairly present the results of the operations and
the cash flows for the periods referred to therein, all in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved. All of such financial statements are consistent with the books
and records of the Company.
4.8 No Undisclosed Liabilities or Obligations. The Company has no
liabilities except: (i) liabilities which are fully reflected or reserved
against in the March 31, 1996 balance sheet, which reserves were appropriate and
reasonable, (ii) liabilities incurred in the ordinary course of business and
consistent with past practice since March 31, 1996, or (iii) disclosed in the
Disclosure Documents. To the best of the Company's and Principal Shareholders'
knowledge, no liabilities remain outstanding against the Company's former
subsidiary, The Rothchild Group, Inc.
4.9 Absence of Certain Changes. Since December 31, 1995, the date of
the most recently audited Company financial statements, the Company has
conducted its business only in the ordinary course, consistent with past
practice, and has not:
(a) Suffered any material adverse change in its properties,
assets, reserves, business, financial condition or prospects;
(b) Been subject to any other event or condition that has or, to
the best of the knowledge of the Company or the Shareholders, might
reasonably be expected to have a material and adverse effect on the
Company;
(c) Borrowed or agreed to borrow any funds, or incurred or assumed
or became subject to, whether directly or by way of guarantee or
otherwise, any liability, except liabilities incurred in the ordinary
course of business and consistent with past practice, in excess of
$10,000;
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(d) Acquired or disposed of any property or assets other than in
the ordinary course of business, or permitted or allowed any of its
property or assets to be subjected to any lien;
(e) Declared, paid or set aside for payment any dividend or other
distribution in respect of its capital stock or, directly or
indirectly, redeemed, purchased or otherwise acquired any shares of its
capital stock;
(f) Made any change in any method of accounting or accounting
practice;
(g) Made any capital commitments, in excess of $10,000;
(h) Made any material changes in or amendments to any of its
licenses, permits, leases, loan agreements or other agreements;
(i) Increased the compensation of any officer, employee or agent,
except as contemplated by Paragraph 8.5 hereof;
(j) Entered into any forward sales or other price hedging or price
protection arrangements; or
(k) Agreed, whether in writing or otherwise, to take any action
described in subparagraphs (a) through (j), inclusive, of this
Paragraph 4.9, except as otherwise set forth in this Agreement.
4.10 Properties and Assets. The Disclosure Documents contain an
accurate and complete description of all material real and personal properties
and assets, and interests therein, of the Company, and of all royalties,
production payments, rental, lease and other payment obligations relating
thereto. The Company has delivered or made available to Buyer all information
concerning title to such properties and assets in the possession or control of
the Company.
(a) The Company owns its personal property free and clear of all
liens. The personal property owned or used by the Company is sufficient
in the aggregate to carry on the activities of the Company as presently
conducted, is fully operational, is in good condition and repair
(ordinary wear and tear excepted), and is in compliance with all laws,
codes and ordinances.
(b) There are no agreements with or stipulations or conditions
imposed by any person, including any governmental or regulatory
authority, which restrict, limit, or in any way interfere with the use
of the Company's properties and assets, nor are there proceedings
pending or, to the best knowledge of the Company and the Shareholders,
threatened to impose such restrictions.
4.11 Contracts and Commitments; No Default.
(a) Except as set forth in the Disclosure Documents and elsewhere
in this Agreement, the Company:
(i) has no collective bargaining or union contracts or
agreements;
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(ii) has no debt obligation for borrowed money, including
guarantees of or agreements to acquire any such debt obligation of
others;
(iii) has no outstanding loan to any person;
(iv) is not subject to any obligation or requirement to
provide funds to or make any investment (in the form of a loan,
capital contribution or otherwise) in any person;
(v) has no outstanding obligations to make any capital
commitment;
(vi) is not party to any agreement, contract, commitment or
loan to which any of its shareholders, officers, directors,
partners, employees or agents, or any of their affiliates or
associates, is a party;
(vii) is not a party to or bound by any agreement, contract,
commitment or restriction limiting its ability to acquire any
property or conduct its business in any area;
(viii) except for agreements, contracts, commitments or
restrictions referred to in Subsections 4.16(a)(i)-(vii) or
elsewhere specifically disclosed in this Agreement or the
Disclosure Documents, has no agreements, contracts, commitments or
restrictions which are material to its business or operations (for
the purpose of this subsection, any agreement, contract,
commitment or restriction shall be deemed "material" if it may not
be canceled on 30 days' notice without premium, penalty or
forfeiture and if it calls for fixed and/or contingent payments by
any party thereunder of more than $10,000 in any given year or
$50,000 over the life of the agreement);
(b) As of Closing, all contracts, agreements and commitments to
which the Company is a party will be valid, binding and enforceable in
accordance with their respective terms, subject to equitable
limitations, and will be in full force and effect. There are no
existing defaults under any contract, agreement or commitment to which
the Company is a party and no event has occurred which would constitute
a default (whether with or without notice, lapse of time, or both, or
the happening or occurrence of any other event) under any contract,
agreement or commitment to which the Company is a party.
4.12 Taxes. The Company has duly filed all tax reports and returns
required to be filed and has duly paid all taxes, assessments and other charges
(including penalties, fines and interest thereon) due or claimed to be due by
any taxing authority; the reserves for taxes reflected in the December 31, 1995
audited balance sheet are adequate; and there are no tax liens upon any property
or assets of the Company. To the best knowledge of the Principal Shareholders
and the Company, no state of facts exists which would constitute grounds for the
assessment of any further tax liability with respect to periods which have not
been audited by any applicable tax authority. There are no outstanding
agreements or waivers extending the statutory period of limitation applicable to
any tax return or report of the Company.
4.13 Benefit Plans. The Company does not maintain, contribute to or
have any liability (including current or potential multi-employer plan
withdrawal liability) under any (i) non-qualified deferred compensation or
retirement plan or arrangement which is an "employee pension benefit plan" as
such term is
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defined in Section 3(2) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), (ii) qualified defined contribution retirement plan or
arrangement which is an employee pension benefit plan, (iii) qualified defined
benefit pension plan or arrangement which is an employee pension benefit plan,
(iv) "multi-employer plan" as such term is defined in Section 3(37) of ERISA,
(v) unfunded or funded medical, health or life insurance plan or arrangement for
present or future retirees or present or future terminated employees which is an
"employee welfare benefit plan" as such term is defined in Section 3(1) of
ERISA, or (vi) any other employee welfare benefit plan.
4.14 Labor Matters. The Company has complied with all applicable laws,
rules, regulations and other requirements respecting employment and employment
practices, terms and conditions of employment, and wages and hours, including
without limitation the Occupational Safety and Health Act; the Company has not
received any notification that it is in violation of any such laws, rules,
regulations or other requirements and is not currently subject to any pending
or, to the best knowledge of the Company or the Principal Shareholders,
threatened proceeding or investigation with respect thereto; the Company is not
engaged in any unfair labor practice and there is no unfair labor practice
complaint against the Company pending or, to the best knowledge of the Company
and the Principal Shareholders, threatened; to the best knowledge of the Company
and the Principal Shareholders, no union or other collective bargaining unit is
attempting to represent or organize the employees of the Company; no grievance
which might have a material adverse effect on the Company or the conduct of its
business nor any arbitration proceeding arising out of or under any collective
bargaining agreements is pending nor, to the best knowledge of the Company and
the Principal Shareholder, threatened; no collective bargaining agreement which
is binding on the Company restricts it from relocating or closing any of its
operations; there is no labor strike, dispute, slowdown or stoppage pending or,
to the best of knowledge of the Company and the Principal Shareholders,
threatened against or directly affecting the Company; and the Company has never
experienced any material work stoppage or other material labor difficulty.
4.15 Litigation. There is no legal, administrative, arbitration or
other suit, proceeding, claim, action, investigation or inquiry pending or, to
the best knowledge of the Company or the Principal Shareholders, threatened
against or involving the Company, or its properties or assets, including without
limitation condemnation or similar proceedings, or which questions or challenges
the validity of this Agreement or any action taken or to be taken by the
Shareholders or the Company pursuant to this Agreement or in connection with the
transactions contemplated hereby; and, to the best knowledge of the Company and
the Principal Shareholders, there is no valid basis for any such suit,
proceeding, claim, action, investigation or inquiry.
4.16 Compliance with Law. The Company has complied with all laws,
rules, regulations and other requirements applicable to its business, including
applicable environmental, building, zoning and health laws, ordinances and
regulations. The Company has not received any notification that it is in
violation of any such laws, rules, regulations or other requirements and is not
currently subject to any pending or, to the best knowledge of the Company or the
Principal Shareholders, threatened proceeding or investigation with respect
thereto. Without limitation of the foregoing, to the best of the Company's and
Principal Shareholders' knowledge, no employee or agent of the Company has made
any payments to any person which violate any law, rule, regulation or other
requirement or are required to be disclosed thereunder.
4.17 Environmental Matters. Without limitation of the other provisions
hereof:
(a) The Company has complied with all limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in or required by law (federal,
state, local or otherwise) relating to pollution or the environment,
including without limitation the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the Resource
Conservation and Recovery Act of 1976, as
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amended, the Hazardous and Solid Waste Amendments Act of 1984, the
Clean Air Act of 1970, as amended, the Clean Water Act of 1970, as
amended, the Safe Drinking Water Act, as amended, and any other laws
relating to emissions, discharges, releases or threatened releases into
the environment or otherwise (including into ambient air, surface
water, groundwater, land surface and subsurface strata) of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous materials,
substances or wastes or relating to the manufacture, processing, sale,
distribution, use, treatment, storage, disposal, transportation or
handling of pollutants, contaminants, chemicals or industrial, toxic or
hazardous materials, substances or wastes, or which are contained in
any rule, regulation or other requirement, judgement, order or decree,
or permit, license, approval or authorization issued, entered into,
promulgated or approved pursuant to or in connection with any such laws
(collectively, the "Environmental Laws and Regulations");
(b) The Company has obtained and is in full compliance with all
permits, licenses, approvals and other authorizations which are
required with respect to the Company's operations under the
Environmental Laws and Regulations, has not received any notice of
violation thereof and is not subject to any pending or, to the best
knowledge of the Company or the Principal Shareholders, threatened
proceeding or investigation with respect thereto;
(c) There are no pending or to the best knowledge of the Company,
threatened legal, administrative, arbitration or other actions, suits,
claims, actions, proceedings, investigations or inquiries in respect of
the Environmental Laws and Regulations involving the Company or its
properties or assets, and the Company has not received any notice of
violation of such laws and regulations; and
(d) There have not been any releases, nor are any releases
anticipated, of any pollutant, contaminant, chemical, or industrial,
toxic or hazardous materials, substances or waste, from or onto or in
the vicinity of the Company's properties, and there are no other past,
present or anticipated events, conditions, circumstances, activities,
practices, incidents, actions or plans related to the manufacture,
generating, owning, processing, distribution, use, treatment,
abatement, storage, disposal, transport or handling, or the emission,
discharge, release or threatened release by the Company of any
pollutant, contaminant, chemical, or industrial, toxic or hazardous
materials, substances or waste, which have or may violate, give rise to
any liability under, or form the basis of any action, suit, claim,
proceeding, investigation or inquiry with respect to the Environmental
Laws and Regulations.
4.18 Disclosure. No representations or warranties in this Agreement and
no statement contained in the Disclosure Documents contains any untrue statement
of material fact or omits any material fact necessary in order to make the
statements herein or therein, in light of the circumstances under which they
were made, not misleading. There are no facts known to the Company or the
Principal Shareholders which, either individually or in the aggregate, could, in
any of their reasonable opinion, materially adversely affect the assets,
properties, reserves, financial condition, business or prospects of the Company,
which have not been disclosed in this Agreement or in the Disclosure Documents.
4.19 No Liabilities. At the time of Closing, the Company shall have no
liabilities, debts or obligations, whether accrued, absolute, contingent or
otherwise, other than as contemplated by Paragraph 8.5. Without limiting the
generality of the foregoing, the loans payable to related parties reflected in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995 will be paid in full or otherwise forgiven by the time of Closing, and at
the time of Closing there shall be no outstanding indebtedness of the Company to
any of its officers, directors, agents or shareholders, except as contemplated
by Paragraph 8.5.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each Shareholder severally, but not jointly, represents and warrants to
the Buyer as follows:
5.1 Authority of the Shareholders. The Shareholder has full power and
authority to enter into this Agreement and to carry out the transactions
contemplated hereby and have taken all action necessary to authorize the
execution and delivery of this Agreement and the performance of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the
Shareholder and no other action is necessary to authorize the transactions
contemplated hereby. This Agreement is a valid and binding obligation of the
Shareholder enforceable in accordance with its terms, except as such enforcement
may be limited under principles of equity or the availability of equitable
remedies such as specific performance, injunctive relief or waiver.
5.2 No Violation by the Shareholders. Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will: (i) with respect to any Shareholder that is other than an
individual, violate any provision of its organizational or governing documents,
(ii) violate, conflict with, or constitute a breach of or default under (or an
event which, with or without due notice or lapse of time, or both, would
constitute a default under), any debt, obligation, contract, agreement,
commitment or other restriction to which a Shareholder is party or by which it
is bound, or (iii) violate any law, rule, regulation or other requirement, or
any judgment, order or decree, applicable to or binding upon a Shareholder.
5.3 Consents and Approvals Relating to the Shareholders. No consent,
approval or authorization of, or declaration, filing or registration with, any
person, including any governmental or regulatory authority, is required in
connection with the execution, delivery and performance of this Agreement by the
Shareholder and the consummation of the transactions contemplated hereby.
5.4 Disclosure. There are no facts known to the Shareholders which,
either individually or in the aggregate, could, in any of their reasonable
opinion, materially adversely affect the assets, properties, reserves, financial
condition, business or prospects of the Company, which have not been disclosed
in this Agreement or in the Disclosure Documents.
5.5 Stock. Each of the Shareholders is the sole beneficial owner of
that portion of the Stock set forth next to his, her or its name on Exhibit "A."
At the Closing, the Shareholder shall deliver to the Buyer good and marketable
title to the Stock sold pursuant to this Agreement free and clear of all liens.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Company and the Shareholders as
follows:
6.1 Organization. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of British Columbia, Canada.
6.2 Authorization. Buyer has full power and authority to enter into
this Agreement and to carry out the transactions contemplated hereby and has
taken all action necessary to authorize the execution and delivery of this
Agreement and the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by Buyer and no other action is necessary to
authorize the transactions contemplated hereby. This Agreement is a valid and
binding obligation of Buyer enforceable in accordance with its terms, except as
such enforcement may be limited under Principals of equity or the availability
of equitable remedies such as specific performance, injunctive relief or waiver.
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<PAGE> 10
6.3 No Violation. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will: (i) violate
any provisions of the Certificate of Incorporation or Bylaws of Buyer, (ii)
violate, conflict with, constitute a breach of or default under (or an event of
default which, with or without notice or lapse of time, or both, or the
happening or occurrence of any other event, would constitute a default under),
or cause or permit the acceleration of the maturity of, any debt, obligation,
contract, agreement, commitment or other restriction to which Buyer is a party
or by which it is bound, or (iii) violate any law, rule, regulation or other
requirement, or any judgment, order, or decree, applicable to or binding upon
it.
6.4 Investment Representation. Buyer is acquiring the Stock for its own
account and is purchasing the Stock for investment purposes and not with a view
to distribution or resale, not with the intention of selling, transferring or
otherwise disposing of all or any part of the Stock, except in compliance with
all applicable provisions of the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, and applicable state securities laws.
All of the Stock acquired by Buyer from the Shareholders will be "restricted
securities" as that term is defined under Rule 144, and any sales of the Stock
made in reliance upon Rule 144 can be made only in limited amounts in accordance
with the terms and conditions of Rule 144 and will require an opinion of counsel
satisfactory to the Company and Company counsel that registration is not
required under the Act or state securities laws.
6.5 Financial Capacity. Buyer has the financial resources to purchase
the Stock on the terms and conditions set forth herein.
ARTICLE VII
COVENANTS
7.1 Conduct of Business. The Company and Principal Shareholders hereby
covenant and agree that during the period from the date of this Agreement to and
including the Closing date, the Company shall conduct its business only in the
ordinary and usual course; shall take all necessary and reasonable steps to keep
its licenses, leases, mining claims, permits and other similar privileges or
approvals in full force and effect; shall maintain its properties and assets in
good operating order and condition free and clear of all liens; shall use its
best efforts to preserve for the benefit of Buyer the goodwill of partners,
co-venturers, suppliers, customers, lessors and others having a business
relationship with the Company; and shall generally preserve the business of the
Company. The Company and the Principal Shareholders shall use their best efforts
to prevent any occurrence, event or condition which would be inconsistent with
any of their representations or warranties in this Agreement, and will
immediately notify Buyer of any act, occurrence, event or condition which would
have constituted a breach of any representation or warranty made in this
Agreement had it occurred prior to or on the date hereof.
7.2 No Shop. Neither the Company nor any Principal Shareholder nor any
Outside Shareholder shall solicit, entertain or negotiate with respect to any
offers for any of the Stock to be sold pursuant to this Agreement or (except in
the ordinary course of its business) any of the properties or assets of the
Company prior to the earlier to occur of any termination of this Agreement or
the Closing date. The Company and each Shareholder shall, promptly upon receipt
of any communication from any third party with respect to any proposed
acquisition of any stock or assets of the Company, advise Buyer of the details
thereof.
7.3 Access to Information. The Company shall make reasonably available
to Buyer, its attorneys, accountants and representatives all records, books of
account, documents and information (and shall cooperate with Buyer in
communicating with relevant third parties) so that Buyer may investigate any and
all aspects of the business, prospects, properties, assets, reserves and
financial condition of the Company.
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<PAGE> 11
7.4 Reverse Split. The Buyer covenants and agrees not to cause or
permit the Company to effect a reverse stock split of the Company's outstanding
shares of Common Stock for one calendar year after Closing.
ARTICLE VIII
CONDITIONS TO BUYER'S OBLIGATIONS
The obligation of Buyer to effect the transactions contemplated herein
shall be subject to the satisfaction, on or before the Closing, of each of the
following conditions:
8.1 No Litigation. No suit, action, claim, proceeding, investigation or
inquiry by any person, including any governmental or regulatory authority, shall
have been instituted or threatened which questions the validity or legality of
the transactions contemplated hereby or which, if successful, could otherwise
have a material adverse effect on the properties, assets, reserves, business,
financial condition or prospects of the Company.
8.2 Performance. Each of the representations and warranties of the
Company and the Shareholders contained in this Agreement shall have been true
and correct when made and shall be true and correct in all material respects on
the Closing Date; and the Company and the Shareholders shall have performed and
complied in all material respects with all agreements, obligations and
conditions required by this Agreement to be performed or complied with by them
on or prior to the Closing.
8.3 No Material Adverse Change. The Company shall not have suffered any
material adverse change in its properties, assets, reserves, financial
condition, business or prospects since the date of this Agreement.
8.4 Authorization of Private Placement. The Company shall have taken
all corporate actions necessary to authorize a private placement of 1,000,000
shares of the Company's common stock at a purchase price of $0.20 per share to
be completed after Closing.
8.5 Consulting Agreements. The Company shall have taken all corporate
actions necessary to approve, ratify, and execute Financial Advisory Agreements
substantially in the form attached hereto as Exhibit "C," with Parkview
Management, Inc. and Financial Communications, Inc. providing for the aggregate
payment of $100,000 for financial advisory services provided to the Company.
8.6 Officers' Certificate. Buyer shall have received a Certificate
signed by the President and Chief Financial Officer of the Company, dated as of
the date of the Closing, to the effect that:
(a) Each of the representations and warranties of the Company
contained in this Agreement was true and correct when made and is true
and correct in all material respects on the Closing date;
(b) All obligations, covenants, agreements and conditions
contained in this Agreement to be performed or satisfied by the Company
on or prior to the Closing have been performed or satisfied in all
material respects; and
(c) The Company has not suffered any material adverse change in
its properties, assets, reserves, financial condition, business or
prospects since the date of this Agreement.
8.7 Shareholders' Certificate. Buyer shall have received a Certificate
signed by each of the Shareholders dated as of the date of Closing, to the
effect that:
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<PAGE> 12
(a) Each of the representations and warranties made by that
Shareholder in this Agreement was true and correct when made and is
true and correct in all material respects on the Closing Date;
(b) All obligations, covenants, agreements and conditions
contained in this Agreement to be performed or satisfied by the
Shareholders on or prior to the Closing have been performed or
satisfied in all material respects; and
(c) That to the best of the Shareholder's knowledge, the Company
has not suffered any material adverse change in its properties, assets,
reserves, financial condition, business or prospects since the date of
this Agreement.
8.8 Consents and Approvals. Buyer and the Company shall have satisfied
all filing, waiting period and other requirements applicable to them, and the
Company shall have obtained all other consents and approvals necessary to
consummate the transactions contemplated hereby.
ARTICLE IX
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS
The obligations of the Shareholders to effect the transactions
contemplated herein shall be subject to the satisfaction, on or before the
Closing, of each of the following conditions:
9.1 No Litigation. No suit, action, claim, proceeding, investigation or
inquiry by any person, including any governmental or regulatory authority, shall
have been instituted or threatened which questions the validity or legality of
the transactions contemplated hereby.
9.2 Performance. Each of the representations and warranties of Buyer
contained in this Agreement shall have been true and correct when made and shall
be true and correct in all material respects on the Closing date; and Buyer
shall have performed and complied in all material respects with all agreements,
obligations and conditions required by this Agreement to be performed or
complied with by it on or prior to the Closing.
9.3 Officer's Certificate. The Shareholders shall have received a
Certificate of the President and Chief Financial Officer of Buyer, dated as of
the date of the Closing, to the effect that:
(a) Each of the representations and warranties of Buyer contained
in this Agreement was true and correct when made and is true and
correct in all material respects on the Closing date;
(b) All obligations, covenants, agreements and conditions
contained in this Agreement to be performed or satisfied by Buyer on or
prior to the Closing have been performed or satisfied in all material
respects.
ARTICLE X
POST-CLOSING COMMITMENTS
10.1 Resignations and Replacements. At or upon completion of the
Closing, in accordance with usual and customary corporate governance procedures
taken in such order as necessary, all directors and officers of the Company
shall tender their resignations to the Company, the Company shall accept such
resignations, and the Company shall appoint the following officers:
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<PAGE> 13
Kelsey Boltz - Chairman of the Board and Chief Executive Officer
Michael J. Hopley - President and Chief Operating Officer
David Alexander - Secretary, Treasurer and Chief Financial Officer
10.2 SEC Filings. After Closing, the Buyer shall use its best efforts
to cause the Company to file in a timely manner all reports required by law,
regulation or rule with the Securities and Exchange Commission, including, but
not limited to, a report on Form 8-K relating to the consummation of the
transaction contemplated by this Agreement.
10.3 Stock Listing. The Buyer shall use its best efforts to cause the
Company's Common Stock to be listed on the (i) NASDAQ/Small-Capitalization, or
comparable exchange or listing, and (ii) to be listed in Moody's and Standard &
Poor's manuals.
ARTICLE XI
INDEMNIFICATION
11.1 Principal Shareholders' Indemnity. The Principal Shareholders
jointly and severally shall indemnify and hold harmless Buyer and Buyer's
affiliates, associates, officers, directors, employees and agents against any
and all losses to which they or any of them become subject due to, or which
results from, any of the following:
(a) Any breach or failure to satisfy any of the covenants,
agreements, warranties, representations or conditions of the Company or
the Principal Shareholders contained in this Agreement;
(b) The liabilities or potential liabilities described in the
Disclosure Documents; or
(c) The operations of the Company relating to the period
commencing July 12, 1994 through and including the Closing.
11.2 Outside Shareholders' Indemnity. Each Outside Shareholders
severally shall indemnify and hold harmless Buyer and Buyer's affiliates,
associates, officers, directors, employees and agents against any and all losses
to which they or any of them become subject due to, or which results from, any
of the following:
(a) Any breach or failure to satisfy any of the covenants,
agreements, warranties, representations or conditions of that Outside
Shareholder contained in this Agreement.
11.3 Buyer's Indemnity. Buyer shall indemnify and hold harmless the
Shareholders against any and all losses to which they or any of them may become
subject due to, or which results from, any of the following:
(a) Any breach or failure to satisfy any of the covenants,
agreements, warranties, representations or conditions of Buyer
contained in this Agreement; or
(b) The operations of the Company relating to the period after the
Closing.
11.3 Third Party Claims Procedure. Any party who has a claim giving
rise to liability pursuant to this Article (an "Indemnified Party") which
results from a claim by a third party shall give prompt notice to
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<PAGE> 14
the other party of such claim (the "Indemnifying Party"), together with a
reasonable description thereof. Failure to provide such notice shall not relieve
a party of any of its obligations hereunder except to the extent materially
prejudiced thereby. With respect to any claim by a third party against any party
to this Agreement which is subject to indemnification under this Article, the
Indemnifying Party shall be afforded the opportunity, at its expense, to defend
or settle the claim if it utilizes counsel reasonably satisfactory to the
Indemnified Party, and promptly commences the defense of such claim and pursues
such defense with diligence; provided, however, that the Indemnifying Party
shall secure the consent of the Indemnified Party to any settlement, which
consent shall not be unreasonably withheld. The Indemnified Party may
participate in the defense of any claim at its expense, and until the
Indemnifying Party has agreed to defend such claim, the Indemnified Party may
file any motion, answer or other pleading or take such other action as it deems
appropriate to protect its interests or those of the Indemnifying Party. If an
Indemnifying Party does not elect to contest any third-party claim, the
Indemnifying Party shall be bound by the results obtained with respect thereto
by the Indemnified Party, including any settlement of such claim.
11.4 Claims for Environmental Work. Notwithstanding the foregoing, in
the event any environmental liability or condition for which Buyer may seek
indemnification hereunder requires the performance of any investigatory,
reclamation or remedial work, Buyer shall conduct and control such work at the
expense of the Principal Shareholders, subject to their consent to all material
decisions pertaining thereto, which consent shall not be unreasonably withheld.
11.5 Equitable Remedies. Each party acknowledges that their rights
under this Agreement are special, unique and of an extraordinary character and
that such party could not be adequately compensated by money damages for a
breach of the provisions of this Agreement by the other party. In the event this
Agreement is breached, the other party shall be entitled to an injunction
restraining such breach (or any threatened breach) and to specific performance
of any provision of this Agreement, without bond or other security therefor, in
addition to any other right or remedy available to such party.
11.6 Joint and Several Liability. The obligations and liability of the
Principal Shareholders under this Agreement shall be joint and several. The
obligations and liability of the Outside Shareholders under this Agreement shall
be several, but not joint.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 Termination. This Agreement may be terminated on, or at any time
prior to, the Closing date, whether prior to or after approval by the Board of
Directors of Buyer or the Company:
(a) By mutual consent of the parties;
(b) By either Buyer on the one hand or the Company and the
Shareholders on the other hand, if the terminating party is not in
material breach of any representation, warranty, covenant or agreement
herein, and the Closing has not occurred by June 15, 1996 (unless
extended by mutual agreement of the parties); or
(c) By either Buyer on the one hand and the Company and the
Shareholders on the other hand if prior to the Closing the other party
materially breaches any of its representations, warranties, covenants
or agreements herein, and fails to cure such breach within 30 days
thereof or prior to the Closing date, whichever occurs earlier. Each of
the parties agrees to notify the other party of any such breach,
provided, however, that the failure to provide any such notice shall
not relieve a party of any of its obligations under this Agreement.
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<PAGE> 15
12.2 Notices. Any notice or other communication to any party to this
Agreement shall be in writing and shall be sufficiently given or served if
personally delivered to the other party listed below, sent by registered mail,
postage prepaid, or by telex, telegram or facsimile transmission, addressed as
follows:
If to the Company:
The Rothchild Companies, Inc.
102 NE 2nd Street, Suite 193
Boca Raton, Florida 33432
Attention: Norman H. Becker, President
If to the Shareholders:
Addressed to the Shareholder at the address for such Shareholder noted
in Exhibit "A".
If to Buyer:
LAMINCO RESOURCES, INC.
1055 West Hastings Street
Vancouver, British Columbia V6E 2E9
Attention: Kelsey Boltz
With copies to:
Edward M. Topham
100 West Clarendon, Suite #210
Phoenix, AZ 85013
-and-
Christian J. Hoffmann, III, Esq.
Streich Lang
Renaissance One
Two North Central Avenue
Phoenix, AZ 85004-2391
Any notice or communication under this Agreement given to a party shall be
effectively given, if delivered, when delivered, and, if mailed, shall be deemed
to have been given or served effective the day of receipt and, if sent by telex,
telegram or facsimile transmission, shall be deemed to have been given effective
the day upon which it was sent. Either party may from time to time change its
address for future notices hereunder in accordance with this Section.
12.3 Interpretation. This Agreement is the result of negotiations
between the parties and, accordingly, shall not be construed for or against
either party regardless of which party drafted this Agreement or any portion
thereof. The Article and Paragraph headings contained in this Agreement are for
convenience of reference only, and shall not affect the meaning or
interpretation of any provision hereof.
12.4 Successors and Assigns. The terms of this Agreement shall bind and
inure to the benefit of the parties, their respective successors and assigns,
whether by merger, consolidation, amalgamation, reorganization, sale of assets
or otherwise. Buyer's rights and obligations under this Agreement shall be
freely
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<PAGE> 16
assignable. Neither the Company nor the Shareholders may assign their rights or
obligations under this Agreement without Buyer's written consent.
12.5 No Partnership or Third Person Beneficiaries. This Agreement shall
not create any partnership, joint venture or other similar arrangement between
the Company and Buyer. Except for the indemnity provisions hereof, no term or
provision of this Agreement is for the benefit of any person who is not a party
hereto (including, without limitation, any lender or broker), and no such party
shall have any right or cause of action hereunder.
12.6 Certain Definitions.
"affiliate" and "associate" shall have the meanings ascribed to them
under Rule 405, promulgated under the Act.
"including" means including without limitation by reason of
enumeration.
"indebtedness" means any obligation to pay money for amounts borrowed
whether due or to become due, including guarantees, agreements to acquire the
debt obligations of others and other similar obligations.
"liabilities" mean indebtedness, obligations, liabilities or
commitments of any nature, whether absolute, accrued or contingent, and whether
due or to become due.
"liens" mean mortgages, pledges, liens, security interests,
encumbrances, restrictions, defects, claims, preemptive rights, rights of first
refusal or charges of any kind.
"losses" means liabilities, losses, claims, actions, suits,
proceedings, demands, damages, penalties, violations, costs and expenses
(including reasonable attorneys' fees and other expenses of investigation and
defense of any claims or actions).
"party" shall mean, where appropriate, Buyer on the one hand and the
Shareholders and the Company on the other hand.
"person" shall include any individual, firm, corporation, partnership,
government, governmental or regulatory agency or other entity, whether acting in
an individual, fiduciary or any other capacity.
12.7 Further Assurances. The parties shall execute and deliver all such
documents and perform all such acts as reasonably requested by the other party
from time to time, prior to and following the Closing, to carry out the matters
contemplated by this Agreement.
12.8 Incorporation of Exhibits. All exhibits and schedules attached to
this Agreement are by this reference incorporated herein.
12.9 Choice of Law. This Agreement shall be governed by the laws of the
State of Arizona without regard to conflict of law principles.
12.10 Time of Performance. If the date of performance of any obligation
or the last day of any time period provided for herein should fall on a
Saturday, Sunday or legal holiday, then such obligation shall be due and owing,
and such time period shall expire, on the first day thereafter which is not a
Saturday, Sunday or legal holiday. Except as may otherwise be set forth herein,
any performance provided for herein shall be timely made if completed no later
than 5:00 p.m., Phoenix time, on the day of performance. Time is of the essence
of this Agreement.
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<PAGE> 17
12.11 Counterparts. This Agreement may be executed in any number of
counterparts. Each such counterpart hereof shall be deemed an original, but all
counterparts shall constitute but one agreement.
12.12 Survival. The respective representations, warranties, agreements
and covenants of each party contained in this Agreement or in any of the
agreements and instruments executed and delivered hereunder shall not be deemed
waived or otherwise affected by any investigation made by the other party. Such
representations, warranties, agreements and covenants shall survive the Closing.
12.13 Waiver of Compliance. Any failure by a party to comply with any
covenant, agreement or condition herein or in any other agreements or
instruments executed and delivered hereunder may be waived in writing by the
party in whose favor such obligation or condition runs; provided, however, that
failure to insist upon strict compliance with any such covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.
12.14 Expenses. Each of the parties shall pay the expenses, including
attorneys' fees, incurred by it or on its behalf in connection with the
preparation and Closing of this Agreement.
12.15 Severability. In the event any term or provision of this
Agreement is declared to be invalid or illegal for any reason, this Agreement
shall remain in full force and effect and the same shall be interpreted as
though such invalid and illegal provision were not a part thereof. The remaining
provisions shall be construed to preserve the intent and purpose of this
Agreement and the parties shall negotiate in good faith to modify the provisions
held to be invalid or illegal to preserve each party's anticipated benefits
thereunder.
12.16 Cooperation; Public Announcements. Prior to the Closing, the
parties shall cooperate with each other in the preparation of any press releases
or other public disclosures in connection with the transactions contemplated by
this Agreement. Except as in the opinion of counsel may be required by law,
prior to the Closing, no party will, without prior consultation with and
approval (which shall not be unreasonably withheld) by the other, make any press
release or announcement to the public concerning this Agreement or the
transactions contemplated hereby.
12.17 Brokerage and Finder's Fees; Indemnity. Each of the parties
hereto represents and warrants to the other that such party is not obligated to
pay any brokerage commissions or finder's fees in connection with the
transactions contemplated by this Agreement. In the event that any claim is
asserted by any person for a commission or finder's fee with respect to this
Agreement or the transactions contemplated hereby arising from any actual or
alleged act, representation or promise of a party or its representatives, such
party will indemnify the other party against and hold it harmless from any
losses with respect thereto.
12.18 Enforcement Costs. In the event any party hereto institutes an
action or proceeding to enforce any rights arising under this Agreement, each
party shall bear their own fees, costs and expenses (including without
limitation, attorneys' fees, expert witness fees, investigation costs, costs of
tests and analysis, travel and accommodation expenses, deposition and trial
transcript costs and court costs).
12.19 Entire Agreement. This Agreement constitutes the entire agreement
among and reflects the reasonable expectations of the parties pertaining to the
subject matter hereof. All prior and contemporaneous agreements, representations
and understandings of the parties, oral or written, are hereby superseded and
merged herein. No amendment to this Agreement shall be made except by a written
agreement executed by all of the parties.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
"BUYER"
LAMINCO RESOURCES, INC., a British
Columbia corporation
/s/ Kelsey Boltz
- -------------------------------------
By: Kelsey Boltz
Its: President
"COMPANY"
THE ROTHCHILD COMPANIES, INC., a
Delaware corporation
/s/ Norman H. Becker
- -------------------------------------
By: Norman H. Becker
Its: President
"PRINCIPAL SHAREHOLDERS"
NORMAN H. BECKER, an individual
/s/ Norman H. Becker
- -------------------------------------
Norman H. Becker
FRANK BAUER, an individual
/s/ Frank Bauer
- -------------------------------------
Frank Bauer
"OUTSIDE SHAREHOLDERS"
LASALA & COMPANY, INC., a Florida
corporation
/s/ Alicia M. LaSala
- -------------------------------------
By: Alicia M. LaSala
Its: President
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<PAGE> 19
ALICIA M. LASALA, an individual
/s/ Alicia M. LaSala
- -------------------------------------
Alicia M. LaSala
ALICIA M. LASALA, as custodian for Nicholas
LaSala, UGMA Florida
/s/ Alicia M. LaSala
- -------------------------------------
Alicia M. LaSala
JODI SANDSTROM, an individual
/s/ Jodi Sandstrom
- -------------------------------------
Jodi Sandstrom
RONALD A. MARTINI, an individual
/s/ Ronald A. Martini
- -------------------------------------
Ronald A. Martini
"OUTSIDE SHAREHOLDERS"
DIANE MARTINI, an individual
/s/ Diane Martini
- -------------------------------------
Diane Martini
CORPORATE INVESTMENT ASSOCIATES
/s/ Ronald A. Martini
- -------------------------------------
Ronald A. Martini, Partner
19
<PAGE> 20
SCHEDULE 1: PRINCIPAL SHAREHOLDERS
Norman H. Becker
Frank Bauer
20
<PAGE> 21
SCHEDULE 2: OUTSIDE SHARE HOLDERS
LaSala & Company, Inc.
Alicia M. LaSala
Alicia M. LaSala as custodian for Nicholas LaSala
Jodi Sandstrom
Ronald Martini
Diane Martini
Corporate Investment Associates
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<PAGE> 22
EXHIBIT "A"
<TABLE>
<CAPTION>
Shareholder's Name Number Of Post-Split Consideration To Be
and Address Shares To Be Sold Received Upon Sale
- ------------------ -------------------- -------------------
<S> <C> <C>
Norman H. Becker
2404 Hollywood Blvd. 120,000 $ 18,000.00
Hollywood, Florida 33020
Frank Bauer
3040 E. Commercial Blvd. 60,000 $ 9,000.00
Ft. Lauderdale, Florida 33308
LaSala & Company, Inc.
433 Plaza Real 119,500 $ 17,925.00
Suite 355
Boca Raton, Florida 33432
Alicia M. LaSala
17674 Tiffancy Trace Drive 12,500 $ 1,875.00
Boca Raton, Florida 33487
Alicia M. LaSala
Custodian for Nicholas LaSala 25,500 $ 3,825.00
UGMA Florida
17674 Tiffancy Trace Drive
Boca Raton, Florida 33487
Jodi Sandstrom
114 E. Hemmingway Circle 22,500 $ 3,375.00
Margate, Florida 33063
Ronald A. Martini
3040 E. Commercial Blvd. 50,000 $ 7,500.00
Ft. Lauderdale, Florida 33308
Diane Martini
3040 E. Commercial Blvd. 49,107 $ 7,366.05
Ft. Lauderdale, Florida 33308
Corporate Investment Associates
3040 E. Commercial Blvd. 140,893 $ 21,133.95
Ft. Lauderdale, Florida 33308
</TABLE>
22
<PAGE> 23
EXHIBIT "B"
FORM OF LOCK-UP AGREEMENT
Lock-up Agreement
I, ____________________, hereby agree not to sell the shares of The Rothchild
Companies, Inc. listed below in a public transaction prior to January 1, 1997.
Certificate No(s). Pre-split Shares Post-split Shares
- ------------------ ---------------- -----------------
Total(s): ================ ================
Very truly yours,
____________________________ Date: June _____, 1996
23
<PAGE> 24
EXHIBIT "C"
FORMS OF FINANCIAL ADVISORY AGREEMENTS
24
<PAGE> 25
FINANCIAL ADVISORY AGREEMENT
This Agreement is made and entered into as of the 11th day of April,
1996, between The Rothchild Companies, Inc. (the "Company") and Parkview
Management, Inc. (the "Financial Advisor").
W I T N E S S E T H:
WHEREAS, the Company is seeking financial advice regarding a possible
business combination and financing activities; and
WHEREAS, the Financial Advisor is willing to furnish business and
financial related advice and services to the Company on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. PURPOSE. The Company hereby engages the Financial Advisor on a
non-exclusive basis for the term specified in this Agreement to render financial
and business advisory consulting advice to the Company upon the terms and
conditions set forth herein.
2. DUTIES OF THE FINANCIAL ADVISOR. During the term of this agreement,
the Financial Advisor will provide the Company with consulting advice as
specified below at the request of the Company, provided that the Financial
Advisor shall not be required to undertake duties not reasonably within the
scope of the consulting advisory service in which the Financial Advisor is
engaged generally. In performance of these duties, the Financial Advisor shall
provide the Company with the benefits of its best judgment and efforts. It is
understood and acknowledged by the parties that the value of the Financial
Advisor's advice is not measurable in any quantitative manner, and that the
amount of time spent rendering such consulting advice shall be determined
according to the Financial Advisor's discretion.
The Financial Advisor's duties may include, but will not necessarily be
limited to, rendering the following services to the Company:
a) Study and review the business, operations, and historical
performance of the Company so as to enable the Financial Advisor to
provide advice to the Company;
b) Assist the Company in attempting to formulate the optimum
strategy to meet the Company's working capital and capital resources
needs during the period of this Agreement;
c) Assist in the formulation of the terms and structure of any
reasonable proposed business combination transaction involving the
Company;
d) Assist the Company in formulating the terms and/or structure of
a debt and/or equity financing in such amounts that the Company and the
Financial Advisor agree are required for the purpose of financing the
Company's operations; and
e) Advise the Company as to the expected reaction of the financial
community to any proposed business combination and/or financing, and
assist in determining the optimum means of communicating the pertinent
aspects, such as strategic considerations, benefits to the Company and
financial impact, to the financial community.
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<PAGE> 26
3. TERM. The term of this Agreement shall commence on the date of this
Agreement and shall continue until the earlier of the closing of a business
combination or termination of the Agreement by the Board of Directors of the
Company.
4. FINANCIAL ADVISORY FEE. The Financial Advisor shall receive such fee
for services performed pursuant to this Agreement as mutually agreed by the
Financial Advisor and the Board of Directors of the Company.
5. THE FINANCIAL ADVISOR AS AN INDEPENDENT CONTRACTOR. The Financial
Advisor shall perform its services hereunder as an independent contractor and
not as an employee of the Company or an affiliate thereof. It is expressly
understood and agreed to by the parties hereto that the Financial Advisor shall
have no authority to act for, represent or bind the Company or any affiliate
thereof in any manner, except as may be agreed to expressly by the Company in
writing from time to time.
6. MISCELLANEOUS.
a) This Agreement between the Company and the Financial Advisor
constitutes the entire agreement and understanding of the parties
hereto, and supersedes any and all previous agreements and
understandings, whether oral or written, between the parties with
respect to the matters set forth herein.
b) Any notice or communication permitted or required hereunder
shall be in writing and shall be deemed sufficiently given if
hand-delivered or sent postage prepaid by certified or registered mail,
return receipt requested, to the respective parties as set forth below,
or to such other address as either party may notify the other in
writing:
If to the Company: Norman H. Becker, President
The Rothchild Companies, Inc.
102 N.E. 2nd Street, Suite 193
Boca Raton, Florida 33432
If to the Financial Advisor: John LaSala, President
Parkview Management, Inc.
17674 Tiffany Drive
Boca Raton, Florida 33487
c) This Agreement shall be binding upon and inure to the benefit
of each of the parties hereto and their respective successors, legal
representatives and assigns.
d) This Agreement may be executed in any number of counterparts,
each of which together shall constitute one and the same original
document.
e) No provision of this Agreement may be amended, modified or
waived, except in a writing signed by all of the parties hereto.
f) This Agreement shall be construed in accordance with and
governed by the laws of the State of Florida, without giving effect to
conflict of law principles. The parties hereby agree that any dispute
which may arise between them arising out of or in connection with this
Agreement shall be adjudicated before a court located in Palm Beach
County, Florida, and they hereby submit to the exclusive jurisdiction
of the courts of the State of Florida located in Palm Beach, Florida
and of the federal courts in the Southern District of Florida with
respect to any action or legal proceeding
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commenced by any party, and irrevocably waive any objection they now or
hereafter may have respecting the venue of any such action or
proceeding brought in such a court or respecting the fact that such
court is an inconvenient forum, relating to or arising out of this
Agreement, and consent to the service of process in any such action or
legal proceeding by means of registered or certified mail, return
receipt requested, in care of the address set forth in subparagraph (b)
above.
g) This Agreement has been duly authorized, executed and delivered
by and on behalf of the Company and the Financial Advisor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
Very truly yours,
THE ROTHCHILD COMPANIES, INC.
By: ______________________________
Norman H. Becker, President
PARKVIEW MANAGEMENT, INC.
By: ______________________________
John LaSala, President
27
<PAGE> 28
FINANCIAL ADVISORY AGREEMENT
This Agreement is made and entered into as of the 11th day of April,
1996, between The Rothchild Companies, Inc. (the "Company") and Financial
Communications, Inc. (the "Financial Advisor").
W I T N E S S E T H:
WHEREAS, the Company is seeking financial advice regarding a possible
business combination and financing activities; and
WHEREAS, the Financial Advisor is willing to furnish business and
financial related advice and services to the Company on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. PURPOSE. The Company hereby engages the Financial Advisor on a
non-exclusive basis for the term specified in this Agreement to render financial
and business advisory consulting advice to the Company upon the terms and
conditions set forth herein.
2. DUTIES OF THE FINANCIAL ADVISOR. During the term of this agreement,
the Financial Advisor will provide the Company with consulting advice as
specified below at the request of the Company, provided that the Financial
Advisor shall not be required to undertake duties not reasonably within the
scope of the consulting advisory service in which the Financial Advisor is
engaged generally. In performance of these duties, the Financial Advisor shall
provide the Company with the benefits of its best judgment and efforts. It is
understood and acknowledged by the parties that the value of the Financial
Advisor's advice is not measurable in any quantitative manner, and that the
amount of time spent rendering such consulting advice shall be determined
according to the Financial Advisor's discretion.
The Financial Advisor's duties may include, but will not necessarily be
limited to, rendering the following services to the Company:
a) Study and review the business, operations, and historical
performance of the Company so as to enable the Financial Advisor to
provide advice to the Company;
b) Assist the Company in attempting to formulate the optimum
strategy to meet the Company's working capital and capital resources
needs during the period of this Agreement;
c) Assist in the formulation of the terms and structure of any
reasonable proposed business combination transaction involving the
Company;
d) Assist the Company in formulating the terms and/or structure of
a debt and/or equity financing in such amounts that the Company and the
Financial Advisor agree are required for the purpose of financing the
Company's operations; and
e) Advise the Company as to the expected reaction of the financial
community to any proposed business combination and/or financing, and
assist in determining the optimum means of communicating the pertinent
aspects, such as strategic considerations, benefits to the Company and
financial impact, to the financial community.
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<PAGE> 29
3. TERM. The term of this Agreement shall commence on the date of this
Agreement and shall continue until the earlier of the closing of a business
combination or termination of the Agreement by the Board of Directors of the
Company.
4. FINANCIAL ADVISORY FEE. The Financial Advisor shall receive such fee
for services performed pursuant to this Agreement as mutually agreed by the
Financial Advisor and the Board of Directors of the Company.
5. THE FINANCIAL ADVISOR AS AN INDEPENDENT CONTRACTOR. The Financial
Advisor shall perform its services hereunder as an independent contractor and
not as an employee of the Company or an affiliate thereof. It is expressly
understood and agreed to by the parties hereto that the Financial Advisor shall
have no authority to act for, represent or bind the Company or any affiliate
thereof in any manner, except as may be agreed to expressly by the Company in
writing from time to time.
6. MISCELLANEOUS.
a) This Agreement between the Company and the Financial Advisor
constitutes the entire agreement and understanding of the parties
hereto, and supersedes any and all previous agreements and
understandings, whether oral or written, between the parties with
respect to the matters set forth herein.
b) Any notice or communication permitted or required hereunder
shall be in writing and shall be deemed sufficiently given if
hand-delivered or sent postage prepaid by certified or registered mail,
return receipt requested, to the respective parties as set forth below,
or to such other address as either party may notify the other in
writing:
If to the Company: Norman H. Becker, President
The Rothchild Companies, Inc.
102 N.E. 2nd Street, Suite 193
Boca Raton, Florida 33432
If to the Financial Advisor: Financial Communications, Inc.
3040 East Commercial Boulevard
Ft. Lauderdale, Florida 33308
c) This Agreement shall be binding upon and inure to the benefit
of each of the parties hereto and their respective successors, legal
representatives and assigns.
d) This Agreement may be executed in any number of counterparts,
each of which together shall constitute one and the same original
document.
e) No provision of this Agreement may be amended, modified or
waived, except in a writing signed by all of the parties hereto.
f) This Agreement shall be construed in accordance with and
governed by the laws of the State of Florida, without giving effect to
conflict of law principles. The parties hereby agree that any dispute
which may arise between them arising out of or in connection with this
Agreement shall be adjudicated before a court located in Palm Beach
County, Florida, and they hereby submit to the exclusive jurisdiction
of the courts of the State of Florida located in Palm Beach, Florida
and of the federal courts in the Southern District of Florida with
respect to any action or legal proceeding commenced by any party, and
irrevocably waive any objection they now or hereafter may have
29
<PAGE> 30
respecting the venue of any such action or proceeding brought in such a
court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Agreement, and consent to the
service of process in any such action or legal proceeding by means of
registered or certified mail, return receipt requested, in care of the
address set forth in subparagraph (b) above.
g) This Agreement has been duly authorized, executed and delivered
by and on behalf of the Company and the Financial Advisor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, as of the day and year first above written.
Very truly yours,
THE ROTHCHILD COMPANIES, INC.
By: ______________________________
Norman H. Becker, President
FINANCIAL COMMUNICATIONS, INC.
By: ______________________________
Diana Aquino, President
30
