AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT (the "Plan") is made this 7th day of November,
1997, between Mirador Equity Partners, Ltd., a Delaware corporation
("Mirador"); Jehu Hand, the principal stockholder and sole director and
executive officer of Mirador ("Hand"); Xxxxx Educational Systems, Inc., a
Nevada corporation ("Xxxxx Educational"); and the persons listed in Exhibit A
hereof who are the owners of record of all of the outstanding common stock of
Xxxxx Educational and who execute and deliver a copy of this Plan (the "Xxxxx
Educational Stockholders").
Mirador wishes to acquire all of the outstanding common stock of
Xxxxx Educational in exchange for common stock of Mirador in a transaction
qualifying as a tax-free exchange pursuant to Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended; and
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, IT IS AGREED:
Section 1
Exchange of Stock
1.1 Number of Shares. The Xxxxx Educational Stockholders
agree to transfer to Mirador at the closing (the "Closing") 100% of the
outstanding securities of Xxxxx Educational, which are listed in Exhibit A
hereof attached hereto and incorporated herein by reference (the "Xxxxx
Educational Shares"), in exchange for 8,700,000 post-split shares (as outlined
below in Section 1.5 hereof) of the one mill ($0.001) par value "unregistered"
and "restricted" common voting stock of Mirador.
1.2 Delivery of Certificates by Xxxxx Educational
Stockholders. The transfer of the Xxxxx Educational Shares by the Xxxxx
Educational Stockholders shall be effected by the delivery to Mirador at the
Closing of stock certificate or certificates representing the transferred
shares duly endorsed in blank or accompanied by stock powers executed in
blank, with all signatures witnessed or guaranteed to the satisfaction of
Mirador and with all necessary transfer taxes and other revenue stamps affixed
and acquired at the Xxxxx Educational Stockholders' expense.
1.3 Further Assurances. At the Closing and from time to
time thereafter, the Xxxxx Educational Stockholders shall execute such
additional instruments and take such other action as Mirador may request in
order to exchange and transfer clear title and ownership in the Xxxxx
Educational Shares to Mirador.
1.4 Resignation of Present Sole Director and Executive
Officer and Designation of New Directors and Executive Officers. On Closing,
the sole present director and executive officer of Mirador, Jehu Hand, Esq.,
shall resign and designate the directors and executive officers nominated by
Xxxxx Educational to serve in his place and stead, until the next respective
annual meetings of the stockholders and Board of Directors of Mirador, and
until their respective successors shall be elected and qualified or until
their respective prior resignations or terminations.
1.5 The Closing shall be subject to the Certificate of
Incorporation of Mirador being amended to effect a forward split of its
424,600 currently outstanding shares of common stock on a basis of 4.357 for
one (resulting in there being approximately 1,850,000 outstanding post-split
shares [depending upon rounding]), while retaining the present authorized
capital, shares and par value, with appropriate adjustments in the stated
capital and capital surplus accounts of Mirador, and to change the name of
Mirador to "Xxxxx Educational Systems, Inc."
1.6 Assets and Liabilities of Mirador at Closing.
Mirador shall have no material assets and no liabilities at Closing, and all
costs incurred by Mirador incident to the Plan shall have been paid or
satisfied.
Section 2
Closing
The Closing contemplated by Section 1.1 shall be held at the
offices of Xxxxxxx X. Xxxxxxxxxx, Esq., Suite 205 Hermes Building, 000 Xxxx
000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, unless another place or time is agreed
upon in writing by the parties. The Closing may be accomplished by wire,
express mail or other courier service, conference telephone communications or
as otherwise agreed by the respective parties or their duly authorized
representatives.
Section 3
Representations and Warranties of Mirador and Hand
Mirador and Hand represent and warrant to, and covenant with, the
Xxxxx Educational Stockholders and Xxxxx Educational as follows:
3.1 Corporate Status. Mirador is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware and is licensed or qualified as a foreign corporation in all
states in which the nature of its business or the character or ownership of
its properties makes such licensing or qualification necessary (Delaware
only.) Mirador is a publicly held company, having previously and lawfully
offered and sold a portion of its securities in accordance with applicable
federal and state securities laws, rules and regulations. There is presently
no public market for these or any other securities of Mirador.
3.2 Capitalization. The authorized capital stock of
Mirador consists of 20,000,000 shares of one mill ($0.001) par value common
voting stock, of which 424,600 shares are issued and outstanding, all fully
paid and non-assessable; and 1,000,000 shares of one mill ($0.001) par value
preferred stock, of which no shares are issued and outstanding. There are no
outstanding options, warrants or calls pursuant to which any person has the
right to purchase any authorized and unissued common stock of Mirador,
exclusive of 168,750 shares to be issued to two consultants as outlined in the
Consent of the Sole Director adopting, ratifying and approving this Plan.
3.3 Financial Statements. The financial statements of
Mirador furnished to the Xxxxx Educational Stockholders and Xxxxx Educational,
consisting of unaudited financial statements for the periods ended March 31,
1996 and 1995, attached hereto as Exhibit B and incorporated herein by
reference, and unaudited financial statements for the period ended September
30, 1997, attached hereto as Exhibit B-1 and incorporated herein by reference,
are correct and fairly present the financial condition of Mirador at such
dates and for the periods involved; such statements were prepared in
accordance with generally accepted accounting principles consistently applied,
and no material change has occurred in the matters disclosed therein, except
as indicated in Exhibit C, which is attached hereto and incorporated herein by
reference. Such financial statements do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading.
3.4 Undisclosed Liabilities. Mirador has no liabilities
of any nature except to the extent reflected or reserved against in its
balance sheets, whether accrued, absolute, contingent or otherwise, including,
without limitation, tax liabilities and interest due or to become due, except
as set forth in Exhibit C.
3.5 Interim Changes. Since the date of its balance
sheets, except as set forth in Exhibit C, there have been no (1) changes in
financial condition, assets, liabilities or business of Mirador which, in the
aggregate, have been materially adverse; (2) damages, destruction or losses of
or to property of Mirador, payments of any dividend or other distribution in
respect of any class of stock of Mirador, or any direct or indirect
redemption, purchase or other acquisition of any class of any such stock; or
(3) increases paid or agreed to in the compensation, retirement benefits or
other commitments to employees.
3.6 Title to Property. Mirador has good and marketable
title to all properties and assets, real and personal, reflected in its
balance sheets, and the properties and assets of Mirador are subject to no
mortgage, pledge, lien or encumbrance, except for liens shown therein or in
Exhibit C, with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding
pending, or to the knowledge of Mirador, threatened, against or relating to
Mirador, its properties or business, except as set forth in Exhibit C.
Further, no officer, director or person who may be deemed to be an affiliate
of Mirador is party to any material legal proceeding which could have an
adverse effect on Mirador (financial or otherwise), and none is party to any
action or proceeding wherein any has an interest adverse to Mirador.
3.8 Books and Records. From the date of this Plan to the
Closing, Mirador will (1) give to the Xxxxx Educational Stockholders and Xxxxx
Educational or their respective representatives full access during normal
business hours to all of its offices, books, records, contracts and other
corporate documents and properties so that the Xxxxx Educational Stockholders
and Xxxxx Educational or their respective representatives may inspect and
audit them; and (2) furnish such information concerning the properties and
affairs of Mirador as the Xxxxx Educational Stockholders and Xxxxx Educational
or their respective representatives may reasonably request.
3.9 Tax Returns. Mirador has filed all federal and state
income or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter
if there is no Closing), Mirador and its representatives will keep
confidential any information which they obtain from the Xxxxx Educational
Stockholders or from Xxxxx Educational concerning the properties, assets and
business of Xxxxx Educational. If the transactions contemplated by this Plan
are not consummated by November 15, 1997, Mirador will return to Xxxxx
Educational all written matter with respect to Xxxxx Educational obtained by
Mirador in connection with the negotiation or consummation of this Plan.
3.11 Investment Intent. Mirador is acquiring the Xxxxx
Educational Shares to be transferred to it under this Plan for investment and
not with a view to the sale or distribution thereof, and Mirador has no
commitment or present intention to liquidate Xxxxx Educational or to sell or
otherwise dispose of the Xxxxx Educational Shares.
3.12 Corporate Authority. Mirador has full corporate
power and authority to enter into this Plan and to carry out its obligations
hereunder and will deliver to the Xxxxx Educational Stockholders and Xxxxx
Educational or their respective representatives at the Closing a certified
copy of resolutions of its Board of Directors authorizing execution of this
Plan by its officers and performance thereunder, and the sole director
adopting and delivering such resolutions is the duly elected and incumbent
director of Mirador.
3.13 Due Authorization. Execution of this Plan and
performance by Mirador hereunder have been duly authorized by all requisite
corporate action on the part of Mirador, and this Plan constitutes a valid and
binding obligation of Mirador and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Mirador.
3.14 Environmental Matters. Mirador has no knowledge of
any assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of Mirador. In
addition, to the best knowledge of Mirador, there are no substances or
conditions which may support a claim or cause of action against Mirador or any
of its current or former officers, directors, agents or employees, whether by
a governmental agency or body, private party or individual, under any
Hazardous Materials Regulations. "Hazardous Materials" means any oil or
petrochemical products, PCB's, asbestos, urea formaldehyde, flammable
explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic
substances or related materials, including, without limitation, any substances
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," or "toxic substances" under any applicable
federal or state laws or regulations. "Hazardous Materials Regulations" means
any regulations governing the use, generation, handling, storage, treatment,
disposal or release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
3.15 Access to Information Regarding Xxxxx Educational. Mirador
acknowledges that it has been delivered copies of what has been represented to
be documentation containing all material information respecting Xxxxx
Educational and its present and contemplated business operations, potential
acquisitions, management and other factors; that it has had a reasonable
opportunity to review such documentation and discuss it, to the extent
desired, with its legal counsel, directors and executive officers; that it has
had, to the extent desired, the opportunity to ask questions of and receive
responses from the directors and executive officers of Xxxxx Educational, and
with the legal and accounting firms of Xxxxx Educational, with respect to such
documentation; and that to the extent requested, all questions raised have
been answered to its complete satisfaction.
Section 4
Representations, Warranties and Covenants of Xxxxx Educational
and the Xxxxx Educational Stockholders
Xxxxx Educational and the Xxxxx Educational Stockholders represent
and warrant to, and covenant with, Mirador as follows:
4.1 Xxxxx Educational Shares. The Xxxxx Educational
Stockholders are the record and beneficial owners of all of the Xxxxx
Educational Shares listed in Exhibit A, free and clear of adverse claims of
third parties; and Exhibit A correctly sets forth the names, addresses and the
number of Xxxxx Educational Shares respectively owned by the Xxxxx
Educational Stockholders.
4.2 Corporate Status. Xxxxx Educational is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada and is licensed or qualified as a foreign corporation in all
states in which the nature of its business or the character or ownership of
its properties makes such licensing or qualification necessary.
4.3 Capitalization. The authorized capital stock of
Xxxxx Educational consists of 50,000,000 shares of common voting stock, one
mill ($0.001) par value, of which 1,000 shares are issued and outstanding, all
fully paid and non-assessable; and 5,000,000 shares of preferred stock, one
mill ($0.001) par value per share, of which no shares are issued and
outstanding. There are no outstanding options, warrants or calls pursuant to
which any person has the right to purchase any authorized and unissued capital
stock of Xxxxx Educational, except to the extent that two consultants have
rendered services to Xxxxx Educational and are to be issued 168,750 shares of
Mirador as the successor to Xxxxx Educational, as outlined in Section 3.2
hereof.
4.4 Financial Statements. The financial statements of
Xxxxx Educational furnished to Mirador, consisting of audited financial
statements from the date of inception (December 5, 1996) to June 30, 1997, and
an unaudited balance sheet and income statement for the period ended September
30, 1997, attached hereto as Exhibit D, and incorporated herein by reference,
are correct and fairly present the financial condition of Xxxxx Educational as
of these dates and for the periods involved, and such statements were prepared
in accordance with generally accepted accounting principles consistently
applied. These financial statements do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading.
4.5 Undisclosed Liabilities. Xxxxx Educational has no
material liabilities of any nature except to the extent reflected or reserved
against in the balance sheets, whether accrued, absolute, contingent or
otherwise, including, without limitation, tax liabilities and interest due or
to become due, except as set forth in Exhibit E attached hereto and
incorporated herein by reference.
4.6 Interim Changes. Since the date of these balance
sheets, except as set forth in Exhibit E, there have been no (1) changes in
the financial condition, assets, liabilities or business of Xxxxx Educational,
in the aggregate, have been materially adverse; (2) damages, destruction or
loss of or to the property of Xxxxx Educational, payment of any dividend or
other distribution in respect of the capital stock of Xxxxx Educational, or
any direct or indirect redemption, purchase or other acquisition of any such
stock; or (3) increases paid or agreed to in the compensation, retirement
benefits or other commitments to their employees.
4.7 Title to Property. Xxxxx Educational has good and
marketable title to all properties and assets, real and personal, proprietary
or otherwise, reflected in these balance sheets, and the properties and assets
of Xxxxx Educational are subject to no mortgage, pledge, lien or encumbrance,
except as reflected in the balance sheet or in Exhibit E, with respect to
which no default exists.
4.8 Litigation. There is no litigation or proceeding
pending, or to the knowledge of Xxxxx Educational, threatened, against or
relating to Xxxxx Educational or its properties or business, except as set
forth in Exhibit E. Further, no officer, director or person who may be deemed
to be an affiliate of Xxxxx Educational is party to any material legal
proceeding which could have an adverse effect on Xxxxx Educational (financial
or otherwise), and none is party to any action or proceeding wherein any has
an interest adverse to Xxxxx Educational.
4.9 Books and Records. From the date of this Plan to the
Closing, the Xxxxx Educational Stockholders will cause Xxxxx Educational to
(1) give to Mirador and its representatives full access during normal business
hours to all of its offices, books, records, contracts and other corporate
documents and properties so that Mirador may inspect and audit them; and (2)
furnish such information concerning the properties and affairs of Xxxxx
Educational as Mirador may reasonably request.
4.10 Tax Returns. Xxxxx Educational has filed all federal
and state income or franchise tax returns required to be filed or has received
currently effective extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously
if there is no Closing), Xxxxx Educational, the Xxxxx Educational Stockholders
and their representatives will keep confidential any information which they
obtain from Mirador concerning its properties, assets and business. If the
transactions contemplated by this Plan are not consummated by November 15,
1997, Xxxxx Educational, the Xxxxx Educational Stockholders will return to
Mirador all written matter with respect to Mirador obtained by them in
connection with the negotiation or consummation of this Plan.
4.12 Investment Intent. The Xxxxx Educational
Stockholders are acquiring the shares to be exchanged and delivered to them
under this Plan for investment and not with a view to the sale or distribution
thereof, and the Xxxxx Educational Stockholders have no commitment or present
intention to liquidate the Company or to sell or otherwise dispose of the
Mirador shares. The Xxxxx Educational Stockholders shall execute and deliver
to Mirador on the Closing an Investment Letter attached hereto as Exhibit F
and incorporated herein by reference, acknowledging the "unregistered" and
"restricted" nature of the shares of Mirador being received under the Plan in
exchange for the Xxxxx Educational Shares, and receipt of certain material
information regarding Mirador.
4.13 Corporate Authority. Xxxxx Educational has full
corporate power and authority to enter into this Plan and to carry out its
obligations hereunder and will deliver to Mirador or its representative at the
Closing a certified copy of resolutions of its Board of Directors authorizing
execution of this Plan by its officers and performance thereunder.
4.14 Due Authorization. Execution of this Plan and
performance by Xxxxx Educational hereunder have been duly authorized by all
requisite corporate action on the part of Xxxxx Educational, and this Plan
constitutes a valid and binding obligation of Xxxxx Educational and
performance hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of Xxxxx
Educational.
4.15 Environmental Matters. Xxxxx Educational and the
Xxxxx Educational Stockholders have no knowledge of any assertion by any
governmental agency or other regulatory authority of any environmental lien,
action or proceeding, or of any cause for any such lien, action or proceeding
related to the business operations of Xxxxx Educational or its predecessors.
In addition, to the best knowledge of Xxxxx Educational, there are no
substances or conditions which may support a claim or cause of action against
Xxxxx Educational or any of its current or former officers, directors, agents,
employees or predecessors, whether by a governmental agency or body, private
party or individual, under any Hazardous Materials Regulations. "Hazardous
Materials" means any oil or petrochemical products, PCB's, asbestos, urea
formaldehyde, flammable explosives, radioactive materials, solid or hazardous
wastes, chemicals, toxic substances or related materials, including, without
limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act and the Federal Water Pollution Control Act.
4.15 Access to Information Regarding Mirador. Xxxxx Educational
and the Xxxxx Educational Stockholders acknowledge that they have been
delivered copies of what has been represented to be documentation containing
all material information respecting Mirador and its present and contemplated
business operations, potential acquisitions, management and other factors;
that they have had a reasonable opportunity to review such documentation and
discuss it, to the extent desired, with their legal counsel, directors and
executive officers; that they have had, to the extent desired, the opportunity
to ask questions of and receive responses from the directors and executive
officers of Mirador, and with the legal and accounting firms of Mirador, with
respect to such documentation; and that to the extent requested, all questions
raised have been answered to their complete satisfaction.
Section 5
Conditions Precedent to Obligations of Xxxxx Educational, the Xxxxx
Educational Stockholders
All obligations of Xxxxx Educational and the Xxxxx Educational
Stockholders under this Plan are subject, at their option, to the fulfillment,
before or at the Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of Mirador contained in this Plan shall be
deemed to have been made again at and as of the Closing and shall then be true
in all material respects and shall survive the Closing.
5.2 Due Performance. Mirador shall have performed and
complied with all of the terms and conditions required by this Plan to be
performed or complied with by it before the Closing.
5.3 Officers' Certificate. Xxxxx Educational and the
Xxxxx Educational Stockholders shall have been furnished with a certificate
signed by the President of Mirador, in such capacity and personally, attached
hereto as Exhibit G and incorporated herein by reference, dated as of the
Closing, certifying (1) that all representations and warranties of Mirador
contained herein are true and correct; and (2) that since the date of the
financial statements (Exhibit B hereto), there has been no material adverse
change in the financial condition, business or properties of Mirador, taken as
a whole.
5.4 Opinion of Counsel of Mirador. Xxxxx Educational and
the Xxxxx Educational Stockholders shall have received an opinion of counsel
for Mirador, dated as of the Closing, to the effect that (1) the
representations of Sections 3.1, 3.2 and 3.12 are correct; (2) except as
specified in the opinion, counsel knows of no inaccuracy in the
representations in 3.5, 3.6 or 3.7; and (3) the shares of Mirador to be issued
to the Xxxxx Educational Stockholders under this Plan will, when so issued, be
validly issued, fully paid and non-assessable.
5.5 Assets and Liabilities of Mirador. Mirador shall
have no material assets and no liabilities at Closing, and all costs, expenses
and fees incident to the Plan shall have been paid.
5.6 Resignation of Sole Director and Executive Officer
and Designation of New Directors and Executive Officers. The present sole
director and executive officer of Mirador shall resign, and shall have
designated nominees of Xxxxx Educational as directors and executive officers
of Mirador to serve in their place and stead, until the next respective annual
meetings of the stockholders and Board of Directors of Mirador, and until
their respective successors shall be elected and qualified or until their
respective prior resignations or terminations.
5.7 Forward Split and Name Change of Mirador. The
requirements of Section 1.5 hereof shall have been fully satisfied at Closing.
Section 6
Conditions Precedent to Obligations of Mirador
All obligations of Mirador under this Plan are subject, at its
option, to the fulfillment, before or at the Closing, of each of the following
conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of Xxxxx Educational and the Xxxxx Educational
Stockholders contained in this Plan shall be deemed to have been made again at
and as of the Closing and shall then be true in all material respects and
shall survive the Closing.
6.2 Due Performance. Xxxxx Educational and the Xxxxx
Educational Stockholders shall have performed and complied with all of the
terms and conditions required by this Plan to be performed or complied with by
them before the Closing.
6.3 Officers' and Stockholders' Certificate. Mirador
shall have been furnished with a certificate signed by the President of Xxxxx
Educational, attached hereto as Exhibit H and incorporated herein by
reference, dated as of the Closing, certifying (1) that all representations
and warranties of Xxxxx Educational and the Xxxxx Educational Stockholders
contained herein are true and correct; and (2) that since the date of the
financial statements (Exhibit D), there has been no material adverse change in
the financial condition, business or properties of Xxxxx Educational, taken as
a whole.
6.4 Opinion of Counsel of Xxxxx Educational. Mirador
shall have received an opinion of counsel for Xxxxx Educational, dated as of
the Closing, to the effect that (1) the representations of Sections 4.2, 4.3
and 4.13 are correct; (2) except as specified in the opinion, counsel knows of
no inaccuracy in the representations in 4.6, 4.7 or 4.8; (3) the Xxxxx
Educational Shares to be delivered to Mirador under this Plan will, when so
delivered, have been validly issued, fully paid and non-assessable.
6.5 Books and Records. The Xxxxx Educational
Stockholders or the Board of Directors of Xxxxx Educational shall have caused
Xxxxx Educational to make available all books and records of Xxxxx
Educational, including minute books and stock transfer records; provided,
however, only to the extent requested in writing by Mirador at Closing.
6.6 Acceptance by Xxxxx Educational Stockholders. The
terms of this Plan shall have been accepted by the Xxxxx Educational
Stockholders who own not less than 50.1% of the outstanding Xxxxx Educational
Shares by their execution and delivery of a copy of the Plan and related
instruments.
Section 7
Termination
Prior to Closing, this Plan may be terminated (1) by mutual
consent in writing; (2) by either the sole director of Mirador or Xxxxx
Educational and the Xxxxx Educational Stockholders if there has been a
material misrepresentation or material breach of any warranty or covenant by
the other party; or (3) by either the sole director of Mirador or Xxxxx
Educational and the Xxxxx Educational Stockholders if the Closing shall not
have taken place, unless adjourned to a later date by mutual consent in
writing, by the date fixed in Section 2.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to
time, after the Closing, each party will execute such additional instruments
and take such action as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Plan.
8.2 Waiver. Any failure on the part of any party hereto
to comply with any of its obligations, agreements or conditions hereunder may
be waived in writing by the party to whom such compliance is owed.
8.3 Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for it in connection with this
Plan, and agrees to indemnify and hold harmless the other parties against any
fee, loss or expense arising out of claims by brokers or finders employed or
alleged to have been employed by he/she/it.
8.4 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been given if
delivered in person or sent by prepaid first-class registered or certified
mail, return receipt requested, as follows:
If to Mirador: 0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
With a copy to: Jehu Hand, Esq.
Hand & Hand
Suite 200, The Pavilion
00000 Xxxx Xxxxx Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxxxxx 00000
If to Xxxxx Educational:P. O. Xxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to the Xxxxx Educational To the Addresses listed in
Exhibit A
Stockholders:
8.5 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
8.6 Headings. The section and subsection headings in
this Plan are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Plan.
8.7 Governing Law. This Plan shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware,
except to the extent pre-empted by federal law, in which event (and to that
extent only), federal law shall govern.
8.8 Assignment. This Plan shall inure to the benefit of,
and be binding upon, the parties hereto and their successors and assigns;
provided however, that any assignment by any party of its rights under this
Plan without the prior written consent of the other parties shall be void.
8.9 Counterparts. This Plan may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Reorganization effective the day and year first above written.
MIRADOR EQUITY PARTNERS, LTD.
Date: By:/s/Jehu Hand
-----------------------------------
Jehu Hand, President
Date: /s/Jehu Hand
-----------------------------------
Jehu Hand
XXXXX EDUCATIONAL SYSTEMS, INC.
Date: 11/7/97 By:/s/Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx, President
XXXXX EDUCATIONAL STOCKHOLDERS
Date: 11/7/97 /s/Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
Date: 11/7/97 /s/Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Date: /s/Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
EXHIBIT A
Number of Shares of
Number of Shares Mirador
Owned of to be
Name and Address Xxxxx Educational Received in Exchange
Xxxxx X. Xxxxx 977.012 8,500,000
and Xxxxxx X. Xxxxx
P. O. Xxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxxxx X. Xxxxxx 22.988 200,000
000 Xxx Xxxx Xx., Xxx. 00
Xxxxx Xxxxx, Xxxxxxxxxx 00000
EXHIBIT B
MIRADOR EQUITY PARTNERS, LTD.
FINANCIAL STATEMENTS
FOR THE PERIODS ENDED
MARCH 31, 1997 AND 1996 (UNAUDITED)
MIRADOR EQUITY PARTNERS, LTD.
(A Development Stage Company) Statements or Financial Position
ASSETS
March 31, March 31,
1997 1996
CURRENT ASSETS - CASH $ $
OTHER ASSETS
Organization Costs, net of accumulated
amortization of $263 and $210 (Note 1) 53
TOTAL ASSETS $ $ 53
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES - Accounts payable $ 1,167 $ 1,057
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000
shares authorized; no shares issued and
outstanding Common Stock. $.001 par value:
20,000.000 shares authorized; 424,600 and
400,000 shares issued and outstanding 425 425
Additional paid-in Capital 821 821
Accumulated deficit during the development stage (2,413) (2,250)
TOTAL STOCKHOLDERS' EQUITY (1,167) (1,004)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ $ 53
The accompanying notes are an integral part of the financial statements.
MIRADOR EQUITY PARTNERS, LTD.
(A Development Stage Company) Statements of Operations
CUMULATIVE
FROM
FOR THE INCEPTION
YEAR ENDED (June 11, 1992)
TO TO
March 31 1997 March 31 1996 Xxxxx 00 0000
XXXXXXXX $ $ $
OPERATING EXPENSES
General and Administrative 110 110 2,150
Amortization 53 54 263
TOTAL OPERATING EXPENSES 173 164 2,413
NET (LOSS) $ (163) $ (164) $ (2,413)
NET (LOSS) PER SHARE $ (nil) $ (nil) $ .01
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 424,600 424,600 418,913
The accompanying notes are an integral part of the financial statements.
MIRADOR EQUITY PARTNERS, LTD. Statement of Changes in Stockholders'
(A Development Stage Company) Equity From Inception (June 11, 1992)
Through March 31, 1997
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
Issuance of common stock
for cash 400,000 $ 400 $ 100 $ $ 500
Net (loss) (269) (269)
Balances at
March 31, 1993 400,000 400 100 (269) 231
Net (loss) (221) (221)
Contribution to capital 500 500
Sale of shares in
private placement 24,600 25 221 246
on September 30, 1993
Balances at
March 31, 1994 424,600 $ 425 $ 821 $ (490) $ 756
Net (loss) (unaudited) (1,596) (1,596)
Balances at
March 31, 1995
(unaudited) 424,600 $ 425 $ 821 $(2,086) $ (840)
Net (loss) (unaudited) (164) (164)
Balances at
March 31, 1996
(unaudited) 424,600 $ 425 $ 825 $ (2,250)$(1,004)
Net (loss) (unaudited) (163) (163)
Balances at March 31,
1997 (unaudited) 424,600 $ 425 $ 825 $ (2,413)$(1,167)
The accompanying notes are an integral part of these financial
statements.
MIRADOR EQUITY PARTNERS, LTD.
(A Development Stage Company) Statements of Cash Flows
CUMULATIVE
FOR THE FOR THE FROM INCEPTION
YEAR YEAR June 11, 1992
ENDED ENDED TO
March 31, 1997 March 31, 1996 March 31, 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (163) $ (164) $ (2,413)
Add item not requiring the use
of cash - amortization 53 54 263
Increase (decrease) in accounts
payable 110 110 1,167
Net cash flows from operating
activities (983)
CASH FLOWS FROM INVESTING ACTIVITIES
Organization Costs 0 0 (263)
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution to Capital 0 0 500
Sale of common stock 0 0 746
Net Cash flows from financing
activities 0 0 1,246
NET INCREASE IN CASH
CASH BALANCE AT BEGINNING OF PERIOD 0 0 0
CASH BALANCE AT END OF PERIOD $ 0 $ 0 $ 0
The accompanying notes are an integral part of the financial statements.
MIRADOR EQUITY PARTNERS, LTD.
(A Development Stage Company) Notes to Financial Statements
NOTE I ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated under the laws of the State of Delaware on
June 11, 1992, for the purpose of seeking out business opportunities,
including acquisitions. The Company is in the development stage and will
be very dependent on the skills, talents, and abilities of management to
successfully implement its business plan. Due to the Company's lack of
capital, it is likely that the Company will not be able to compete with
larger and more experienced entities for business opportunities which are
lower risk and are more attractive for such entities. Business
opportunities in which the Company may participate will likely be highly
risky and speculative. Since inception, the Company's activities have
been limited to organizational matters. Organizational costs are
amortized on a straight-line basis over five years.
The financial statements as of and for the years ended March 31, 1997,
1996 and 1995 are unaudited, pursuant to the exemption provided by Rule
3-12 of Regulation S-X.
NOTE 2 CASH AND CASH EQUIVALENTS
The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents.
NOTE 3 RELATED PARTY TRANSACTIONS
The officer and director of the Company currently serves without
compensation.
An officer of the Corporation has advanced certain expenses on behalf of
the Company. As of March 31, 1995, 1996 and 1997 such expenses totaled
$947, $ 1,057 and $ 1,167. The Company has given the officer a demand
promissory note convertible into 155,500 shares of common stock at the
officer's option, which is included in accounts payable, representing
$1,555 of this obligation.
NOTE 4 INCOME TAXES
The fiscal year end of the Company is March 31st and an income tax return
has not been filed. However, if an income tax return had been filed, the
Company would have a net operating loss carry forward of $2,413 that would
begin expiring in the year 2010.
NOTE 5 STOCK OPTION PLAN
The Company has stock option plans for directors, officers, employees,
advisors, and employees of companies that do business with the Company,
which provide for non-qualified and qualified stock options. The Stock
Option Committee of the Board determines the option price which cannot be
less than the fair market value at the date of the grant of 110% of the
fair market value if the Optionee holds 10% or more of the Company's
common stock. The price per share of share subject to a Non-Qualified
Option shall not be less than 85% of the fair market value at the date of
the grant. Options generally expire either three months after termination
of employment, or ten years after date of grant (five years if the
optionee holds 10% or more of the Company's common stock at the time of
grant).
Options outstanding:
Shares allocated 2,000,000
Option price $ .50
Balance at inception -
Granted 40,000
Balance outstanding at
March 31, 1993 40,000
Granted -
Balance outstanding at
March 31, 1994 40,000
Granted 20,000
Lapsed 20,000
Balance Outstanding at
March 31, 1995 40,000
Year exercisable:
1997 40,000
EXHIBIT B-1
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 1997
MIRADOR EQUITY PARTNERS, LTD.
(A Company in the Development Stage)
BALANCE SHEETS
ASSETS
March 31, September 30,
1997 1997
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES Accounts payable $ 1,167 $ 1,197
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000
shares authorized; no shares issued and
outstanding
Common Stock, $.001 Par value; 20,000,000
shares authorized; 424,600 shares issued
and outstanding 425 425
Additional paid-in Capital 821 821
Accumulated deficit during the development
stage (2,413) (2,443)
TOTAL STOCKHOLDERS' EQUITY (1,167) (1,197)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0
The accompanying notes are an integral part of the financial statements.
MIRADOR EQUITY PARTNERS, LTD.
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
CUMULATIVE
FOR THE SIX MONTHS FOR THE THREE MONTHS FROM INCEPTION
ENDED ENDED (JUNE 11, 1992)
September 30, September 30, TO
1997 1996 1997 1996 September 30, 1997
REVENUES $ 0 $ 0 $ 0 $ 0 $ 0
OPERATING EXPENSES
General and
Administrative 30 30 15 15 2,180
Amortization 28 14 263
TOTAL OPERATING
EXPENSES 30 58 15 29 (2,443)
NET (LOSS) $ (30) $ (58) $ (15) $ (29) $ (2,443)
NET (LOSS) PER
SHARE $ (Nil) $(Nil) $(Nil) $(Nil) $ (.01)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 424,000 424,600 424,600 424,000 420,214
See accompanying Notes to Financial Statements.
MIRADOR EQUITY PARTNERS, LTD.
(A Company in the Development stage)
STATEMENTS OF CASH FLOWS
CUMULATIVE
FOR THE SIX MONTHS FOR THE THREE FROM INCEPTION
ENDED MONTHS ENDED (June 11, 1992)
September 30, September 30, TO
1997 1996 1997 1996 September 30, 1997
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (loss) $ (30) $ (58) $ (15) $ (29) $ (2,443)
Add item not requiring
the use of cash 0 28 0 14 263
Increase (decrease)
in accounts payable 30 30 15 15 (1,197)
Net cash flows from operating
activities 0 0 0 0 (983)
CASH FLOWS FROM INVESTING ACTIVITIES
Organizational Costs 0 0 0 0 (263)
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution to Capital 0 0 0 0 500
Sale of Common Stock 0 0 0 0 746
Net cash flows from
financing activities 0 0 0 0 1,246
NET INCREASE (DECREASE) IN CASH (763)
CASH BALANCE AT BEGINNING
OF PERIOD 0 0 0 0 763
CASH BALANCE AT END OF
PERIOD $ 0 $ 0 $ 0 $ 0 $ 0
See accompanying Notes to Financial Statements.
MIRADOR EQUITY PARTNERS, LTD.
(A Company in the Development Stage)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 1997
1. Comments
The accompanying financial statements are unaudited, but in the opinion of
the management of the Company, contain all adjustments, consisting of only
normal recurring accruals, necessary to present fairly the financial position
at September 30, 1997, the results of operations for the three and six months
ended September 30, 1997 and 1996, and the cash flows for the three and six
months ended September 30, 1997 and 1996.
Reference is made to the Company's Form 10-KSB for the year ended March
31, 1997. The results of operations for the three months ended September 30,
1997 are not necessarily indicative of the results of operations to be
expected for the full fiscal year ending March 31, 1998.
EXHIBIT C
None.
EXHIBIT X
XXXXX EDUCATIONAL SYSTEMS, INC.
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
AND
FROM INCEPTION (DECEMBER 5, 1996) TO JUNE 30, 1997
(Audited)
(See Item 7 above.)
EXHIBIT E
None.
EXHIBIT F
Mirador Equity Partners, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Re: Exchange of shares of Xxxxx Educational Systems, Inc.,
a Nevada corporation ("Xxxxx Educational"), for shares
of Mirador Equity Partners, Ltd., a Delaware
corporation ("Mirador" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Xxxxx Educational, the other stockholders of
Xxxxx Educational and Mirador, I acknowledge that I have approved this
exchange; that I am aware of all of the terms and conditions of the Plan; that
I have received and personally reviewed a copy of the Plan and any and all
material documents regarding the Company, including, but not limited to
Articles of Incorporation, Bylaws, minutes of meetings of directors and
stockholders, financial statements and reports filed with the Securities and
Exchange Commission during the past twelve months. I represent and warrant
that no director or officer of the Company or any associate of either has
solicited this exchange; that I am an "accredited investor" as that term is
known under the Rules and Regulations of the Securities and Exchange
Commission (see Exhibit "A" hereto); and/or, I represent and warrant that I
have sufficient knowledge and experience to understand the nature of the
exchange and am fully capable of bearing the economic risk of the loss of my
entire cost basis.
I further understand that immediately prior to the completion of
the Plan, Mirador had little, if any assets, of any measurable value, and that
in actuality, the completion of the Plan and the exchange of my shares of
Xxxxx Educational for shares of Mirador results in a decrease in the actual
percentage of ownership that my shares of Xxxxx Educational represented in
Xxxxx Educational prior to the completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Xxxxxxxx X. Xxxxx, CPA, Xxxxx 0000, Xxxx 000 Xxxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, Telephone (000) 000-0000; and that legal counsel for Mirador
is Jehu Hand, Esq., Suite 200, The Pavilion, 00000 Xxxx Xxxxx Xxxxxx Xxxxx,
Xxxx Xxxxx, Xxxxxxxxxx 00000, Telephone #(000) 000-0000; Mr. Hand is also the
sole director and executive officer of Mirador.
I also understand that I must bear the economic risk of ownership
of any of the Mirador shares, options or warrants for a long period of time,
the minimum of which will be one (1) year, as these shares are "unregistered"
shares and may not be sold unless any subsequent offer or sale is registered
with the United States Securities and Exchange Commission or otherwise exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to Xxxxx
Educational for use by Mirador as they are made to induce you to issue me the
shares of Mirador under the Plan, and I further represent (of my personal
knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares,
options or warrants being acquired except as may be pursuant to any applicable
laws, rules and regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Mirador, all shares of Mirador to be issued and delivered to me in exchange
for my shares of Xxxxx Educational shall be represented by one certificate
only and which such certificate shall be imprinted with the following legend
or a reasonable facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock represented
by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be
sold or otherwise transferred unless compliance with
the registration provisions of such Act has been made
or unless availability of an exemption from such
registration provisions has been established, or
unless sold pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Mirador will attempt to accommodate
any stockholders' request where Mirador views the request is made for valid
business or personal reasons so long as in the sole discretion of Mirador, the
granting of the request will not facilitate a "public" distribution of
unregistered shares of Mirador.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
________________________________________________________
(Name(s) and Number of Shares)
________________________________________________________
(Address)
________________________________________________________
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this ________ day of __________________________, 1997.
Very truly yours,
/s/Xxxxx X. Xxxxx
-----------------------------
/s/Xxxxxx X. Xxxxx
-----------------------------
Dated this 11th day of November, 1997.
Very truly yours,
/s/Xxxxxxx X. Xxxxxx
-----------------------------
EXHIBIT G
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Mirador Equity Partners, Ltd., a
Delaware corporation ("Mirador"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Plan") between
Mirador and Xxxxx Educational, a Nevada corporation ("Xxxxx Educational"), and
the stockholders of Xxxxx Educational (the "Xxxxx Educational Stockholders"),
to-wit:
1. That he is the President of Mirador and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to Xxxxx Educational and the Xxxxx Educational Stockholders;
2. Based upon his personal knowledge, information, belief and
opinions of counsel for Mirador regarding the Plan:
(I) All representations and warranties of Mirador
contained within the Plan are true and correct;
(ii) Mirador has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of Mirador as set forth in its
financial statements for the periods ended March 31,
1996 and 1995, except as set forth in Exhibit C to the
Plan.
MIRADOR EQUITY PARTNERS, LTD.
By:/s/Jehu Hand
----------------------
Jehu Hand, President
By:/s/Jehu Hand
----------------------
Jehu Hand, Personally
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Xxxxx Educational Systems, Inc.,
a Nevada corporation ("Xxxxx Educational"), represents and warrants the
following as required by the Agreement and Plan of Reorganization (the "Plan")
between Xxxxx Educational, its stockholders (the "Xxxxx Educational
Stockholders") and Mirador Equity Partners, Ltd., a Delaware corporation
("Mirador"), to-wit:
1. That he is the President of Xxxxx Educational and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to Mirador;
2. Based on his personal knowledge, information, belief:
(I) All representations and warranties of Xxxxx
Educational contained within the Plan are true and
correct;
(ii) Xxxxx Educational has complied with all terms and
provisions required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of Xxxxx Educational as set forth
in its financial statements for the period from
inception to June 30, 1997, and the period ended
September 30, 1997, except as set forth in Exhibit E
to the Plan.
XXXXX EDUCATIONAL SYSTEMS, INC.
By/s/Xxxxx X. Xxxxx
-------------------------
Xxxxx X. Xxxxx, President
