In exchange for the assets, the Registrant agreed to issue 6,000,000
shares of restricted common stock of the Registrant to the Seller upon
completion of the audit of the financial statements of Seller.
ED.S IMHO these shares are not included in the Restricted or outstanding share count we see now so to me this means it will be 6 million shares less TSIG has to issue .
If, at any time after closing, Seller is unable to provide audited
financial statements, the Registrant shall be entitled to terminate and unwind
the transaction by way of rescission. The Registrant shall also be entitled to
terminate and unwind this transaction by way of rescission should the audited
financial statements of Seller vary materially from any unaudited financial
information previously provided by Seller.
As described under Item 2, above, the Registrant's subsidiary, CCI,
which will continue the business that has been acquired, entered into an
employment contract with Darrell W. Piercy, the sole shareholder of the Seller,
on April 23, 1998, engaging Mr. Piercy as President of CCI for a term of three
years.
Under the terms of the employment contract, Mr. Piercy is entitled to:
(i) a salary of $250,000 per annum; (ii) 1,100,000 shares of common stock of
the Registrant registered on Form S-8; and (iii) options to acquire 2,500,000
shares of restricted common stock of the Registrant, at an exercise price of
$.40 per share, for a period of five (5) years, which options will vest and
become exercisable only if CCI attains certain revenue and profit margin targets
over the next three years.
My take on this is if The CCI deal did not go through all the above is history as well..
15. Termination/Unwind.
15.1 Grounds for Termination. Buyer may, at any time prior to
Closing, terminate this Agreement if:
(a) any of the material representations and warranties made
by Seller or Seller's Shareholder as set forth herein or otherwise in connection
with this Agreement are found to be materially inaccurate, in the opinions of
Buyer's legal counsel and/or independent certified public accountants; or
(b) Seller or Seller's Shareholder fail to perform any of
its respective obligations pursuant to the terms of this Agreement on or before
the Closing Date; or
(c) the financial information, including the audited
financial statements required to be provided in accordance with Section 8.8 is
not, in the sole and absolute discretion of Buyer, substantially and materially
as represented and as compared with the financial information provided by Seller
prior to the date of this Agreement or the Closing Date; or
(d) Buyer, in its sole and absolute discretion, determines
not to consummate the proposed transactions after its due diligence review of
Seller.
15.2 Procedure Upon Termination. In the event of termination and
abandonment by any party hereunder, notice thereof shall forthwith be given to
other parties and the transactions contemplated by this Agreement shall be
terminated and/or abandoned without further action by the parties. Except as
provided in Section 16 (which obligations shall survive any termination and/or
abandonment of this transaction) and except for breaches or the non-fulfillment
of the warranties, representations, covenants and agreements contained in this
Agreement by such party, none of the parties shall have any further liability or
obligation to the other under this Agreement; subject, however, to Section 29.
15.3 Unwind. If, at any time after Closing, Seller is unable
to provide audited financial statements, Buyer shall be entitled to terminate
and unwind this transaction by way of rescission. Acquiror shall also be
entitled to terminate and unwind this transaction by way of rescission, should
audited financial statements be provided that, in the opinions of Buyer's legal
counsel and independent certified public accountants, vary materially from the
unaudited financial statements to be provided under Section 8.8. Notice of rescission shall be effective when delivered, in writing, executed by Buyer's
Chairman, with the approval of the Board of Directors. Seller, Seller's
Shareholder, Buyer and TSIG shall then immediately take those steps necessary to
unwind the transaction so that Seller and Buyer are in the same unrelated
positions as before the Closing Date.
1. Employment and Term. Subject to the terms and conditions hereof, the
Corporation hereby employs the Executive and the Executive hereby accepts
employment with the Corporation upon the terms and conditions hereinafter set
forth for the period beginning on the date of closing of the Agreement For
Purchase of Assets of Compact Connection, Inc, a Nevada Corporation, dated this
date (such closing date is hereinafter referred to as the "Effective Date" of
this Agreement), extending until and through the close of business on the day
immediately preceding the third anniversary of the Effective Date of this
Agreement. This Agreement may be extended for up to an additional three (3)
years by mutual written agreement of the parties.
1. TSIG will provide, or cause to be provided, working capital for the
day to day operations of Buyer in the aggregate amount of $250,000 as follows:
* $50,000 will be provided the week of May 4, 1998.
* $50,000 will be provide upon completion of the audit of Seller.
* $50,000 will be provided the second week following completion of the
audit of Seller.
* $50,000 will be provided the fourth week following completion of the
audit of Seller.
* $50,000 will be provided the sixth week following completion of the
audit of Seller
Looks like TSIG gave Piercy 50 grand so far if I read this all right..
David
all this info can be found at this link
sec.gov |
