THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED
IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (the "Agreement") made this Sixth day of December,
2002, by and among American Enterprise Corporation, a Florida corporation,
("AMER" or the "Company"), and HealthCentrics, Inc. ("HCI") a Florida
corporation and its shareholders. In consideration of the mutual promises,
covenants, and representations contained herein and other good and valuable
consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SHARES. Subject to the terms and conditions of this Agreement,
AMER agrees to exchange 17,732,965 (seventeen million, seven-hundred and
thirty-two thousand, nine-hundred and sixty-five) shares of common stock of
AMER (the "Shares"), in exchange for 100% of the issued and outstanding shares
of HCI, such that HCI shall become a wholly owned subsidiary of AMER. The
holders of 100% of HCI capital stock are included hereon as Exhibit A.
2. CONTRIBUTED SHARES. American Enterprise Solutions, Inc., (AESI), a
privately-held Florida corporation is the owner of 368,815 AMER Series A
Preferred Shares which, among other rights, may be converted into the Company's
no par value Common Shares at the rate of 44.11 Common Shares for each Series A
Preferred Share. The Series A Preferred Shares have been held by AESI since
1998 and the Common Shares which are received by virtue of converting the
Series A Preferred Shares could be issued without restriction. As a part of
the transaction contemplated hereby, AESI has agreed to contribute 6,657,499
unrestricted AMER common shares (the "Contributed Shares:") which shall be
delivered according to the instructions contained in Exhibit B Distribution of
AMER Shares. Thereafter, AMER shall issue 6,657,499 restricted AMER common
shares to AESI. In summary:
Total AMER Common Shares due through this exchange: 17,732,965
Minus Contributed Shares (6,657,499)
Newly-Issued AMER Common Shares 11,075,466
Sub-total 11,075,466
Contributed Replacement restricted common shares to AESI 6,657,499
Total AMER Common Shares issued through this exchange 17,732,965
3. REPRESENTATIONS AND WARRANTIES OF AMER:
i Organization. AMER is a corporation duly organized, validly existing, and in
good standing under the laws of Florida, and has all necessary corporate powers
to own properties and carry on a business, and is duly qualified to do business
and is in good standing in Florida. All actions taken by the incorporators,
directors and shareholders of AMER have been valid and in accordance with the
laws of the State of Florida.
ii Capital. Prior to exchange of shares between AMER and HCI, the authorized
capital stock of AMER consists of 100,000,000 (one-hundred million) no par
value common shares of which 2,250,000 (two million, two hundred and fifty-
thousand) are issued and outstanding and 1,000,000 shares of preferred stock,
no par value of which 368,815 Preferred shares are issued and outstanding. As
a part of this transaction, the Holder of the Company's Series A Preferred
Shares is converting said shares into AMER unrestricted Common Shares at the
rate of 44.11 common share for each Series A Preferred Share. In the course of
this transaction, AMER shall issue 17,732,965 common shares. The resultant
capitalization is described below:
Total Authorized Common Shares 100,000,000
Currently issued and outstanding 2,250,000 Issued through conversion of 368,815
Series A Preferred Shares 16,268,430 Issued in AMER/HCI exchange of shares
17,732,965
Capitalization after HCI acquisition and conversion of Preferred Shares
36,251,395
iii Over-the-Counter Bulletin Board (OTCBB) Listing. The Company is currently
listed on the Over the Counter Electronic Bulletin Board with the following
trading symbol: AMER. The Company is a reporting company under the Securities
Exchange Act of 1934, and is not current in all of its required filings under
the Act with the SEC.
iv. Confirmed Bankruptcy Plan. Furthermore, for the preceding 24 months, the
Company has been under the protection of the Courts by virtue of a voluntary
filing under Chapter 11 of the US Bankruptcy Code. On November 20, 2002, the
Company's Plan for Reorganization was approved by the United States Middle
District of Florida Court.
v. Financial Statements. AMER has been in bankruptcy since approximately
November, 2000. As a result, AMER is granted sixty-days from the date of this
Agreement to provide audited Financial Statements prepared in accordance with
Generally Accepted Accounting Principals (GAAP). However, as a result of
AMER's Plan of Reorganization, AMER has no assets and no liabilities. The only
financial obligation of AMER which survives the confirmation of the Plan of
Reorganization is a $50,000 (fifty-thousand) creditor fund out of which certain
parties are to receive a pro-rata distribution. The $50,000 fund has been
contributed by a third-party which party is also the majority shareholder,
officer and Director of AMER.
vi Absence of Changes. Since the date of the Plan of Reorganization (November
20, 2002), there has not been any change in the financial condition or
operations of AMER, except changes in the ordinary course of business, which
changes have not in the aggregate been materially adverse.
vii Liabilities. AMER does not have any debt, liability, or obligation of any
nature, whether accrued, absolute, contingent, or otherwise, and whether due or
to become due, that is not reflected on AMER's financial statement. AMER is not
aware of any pending, threatened or asserted claims, lawsuits or contingencies
involving AMER or its common stock. There is no dispute of any kind between
AMER and any third party, and no such dispute will exist at the closing of this
Agreement.
viii Ability to Carry Out Obligations. AMER has the right, power, and authority
to enter into and perform its obligations under this Agreement. The execution
and delivery of this Agreement by AMER and the performance by AMER of its
obligations hereunder will not cause, constitute, or conflict with or result in
(a) any breach or violation of any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which AMER or its
shareholders are a party, or by which they may be bound, nor will any consents
or authorizations of any party other than those hereto be required, (b) an
event that would cause AMER to be liable to any party, or (c) an event that
would result in the creation or imposition or any lien, charge or encumbrance
on any asset of AMER or upon the securities of AMER to be issued to the
shareholders of HCI.
ix Full Disclosure. None of the representations and warranties made by AMER, or
in any certificate or memorandum furnished or to be furnished by AMER, contains
or will contain any untrue statement of a material fact, or omit any material
fact the omission of which would be misleading.
x Compliance with Laws. To the best of its knowledge, AMER has complied with,
and is not in violation of any federal, state, or local statute, law, and/or
regulation.
xi Litigation. AMER is not (and has not been) a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation which has not been disclosed within this Agreement.
To the best knowledge of AMER, there is no basis for any such action or
proceeding and no such action or proceeding is threatened against AMER and AMER
is not subject to or in default with respect to any order, writ, injunction, or
decree of any federal, state, local, or foreign court, department, agency, or
instrumentality.
xii Conduct of Business. Prior to the closing, AMER shall conduct its business
in the normal course, and shall not outside the normal course of business (1)
sell, pledge, or assign any assets (2) amend its Articles of Incorporation or
Bylaws, (3) declare dividends, redeem or sell stock or other securities, (4)
incur any liabilities, (5) acquire or dispose of any assets, enter into any
contract, guarantee obligations of any third party, or (6) enter into any other
transaction.
xiii Documents. All minutes, consents or other documents pertaining to AMER to
be delivered at closing shall be valid and in accordance with the laws of
Florida.
xiv Title. The Shares to be issued pursuant to this Agreement will be, at
closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind except as set forth in this
Agreement. None of such Shares are or will be subject to any voting trust or
agreement. No person holds or has the right to receive any proxy or similar
instrument with respect to such shares, except as provided in this Agreement,
AMER is not a party to any agreement which offers or grants to any person the
right to purchase or acquire any of the securities to be issued pursuant to
this Agreement. There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the issuance of the Shares,
impair, restrict or delay any voting rights with respect to the Shares.
xv Restrictive Legend. The Shares which are to be issued under the terms of
this Agreement except the Contributed Shares shall bear the following legend,
prominently displayed:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE
SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE
144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
THE COMPANY.
4. REPRESENTATIONS AND WARRANTIES OF HCI.
i Organization. HCI is a corporation duly organized, validly existing, and in
good standing under the laws of Florida, and has all necessary corporate powers
to own properties and carry on a business, and is duly qualified to do business
and is in good standing in Florida. All actions taken by the incorporators,
directors and shareholders of HCI have been valid and in accordance with the
laws of the State of Florida.
ii Capital. The authorized capital stock of HCI consists of 50,000,000 (fifty-
million) shares of common stock, $.001 par value, and 20,000,000 (twenty-
million) shares of preferred stock, $.002 par value. Prior to the consummation
of this transaction, HCI has 17,732,965 (seventeen million, seven-hundred and
thirty-two thousand, nine-hundred and sixty-five) shares of common stock issued
and outstanding and no shares of Preferred are issued and outstanding.
iii. Financial Statements. The audited Financial Statements of HCI as of June
30, 2002 and the related statements of income and retained earnings for the
period then ended have been prepared in accordance with generally accepted
accounting principles (GAAP) consistently followed by HCI throughout the period
indicated, and fairly present the financial position of HCI as of the date of
the financial statements. The unaudited financial statements for the period
from June 30, 2002 through September 30, 2002 have been prepared by the Company
in accordance with GAAP and fairly present the financial position of HCI as of
the date of the financial statements.
iv Absence of Changes. Since the date of the financial statements, there has
not been any change in the financial condition or operations of HCI, except
changes in the ordinary course of business, which changes have not in the
aggregate been materially adverse.
v Liabilities. HCI does not have any debt, liability, or obligation of any
nature, whether accrued, absolute, contingent, or otherwise, and whether due or
to become due, that is not reflected on HCI's financial statement. HCI is not
aware of any pending, threatened or asserted claims, lawsuits or contingencies
involving HCI or its common stock. There is no dispute of any kind between HCI
and any third party, and no such dispute will exist at the closing of this
Agreement.
vii Ability to Carry Out Obligations. HCI has the right, power, and authority
to enter into and perform its obligations under this Agreement. The execution
and delivery of this Agreement by HCI and the performance by HCI of its
obligations hereunder will not cause, constitute, or conflict with or result in
(a) any breach or violation or any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which the HCI or its
shareholders are a party, or by which they may be bound, nor will any consents
or authorizations of any party other than those hereto be required, (b) an
event that would cause HCI to be liable to any party, or (c) an event that
would result in the creation or imposition or any lien, charge or encumbrance
on any asset of HCI or upon the securities of HCI to be issued to the
shareholders of HCI.
vii Full Disclosure. None of the representations and warranties made by HCI, or
in any certificate or memorandum furnished or to be furnished by HCI, contains
or will contain any untrue statement of a material fact, or omit any material
fact the omission of which would be misleading.
viii Compliance with Laws. To the best of its knowledge, HCI has complied with,
and is not in violation of any federal, state, or local statute, law, and/or
regulation.
ix Litigation. HCI is not (and has not been) a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of HCI, there is no basis for
any such action or proceeding and no such action or proceeding is threatened
against HCI and HCI is not subject to or in default with respect to any order,
writ, injunction, or decree of any federal, state, local, or foreign court,
department, agency, or instrumentality.
x. Conduct of Business. Prior to the closing, HCI shall conduct its business in
the normal course, and shall not outside the normal course of business (1)
sell, pledge, or assign any assets (2) amend its Articles of Incorporation or
Bylaws, (3) declare dividends, redeem or sell stock or other securities, (4)
incur any liabilities, (5) acquire or dispose of any assets, enter into any
contract, guarantee obligations of any third party, or (6) enter into any other
transaction.
xi. Documents. All minutes, consents or other documents pertaining to HCI to be
delivered at closing shall be valid and in accordance with the laws of Florida.
xii. Title. The Shares to be delivered pursuant to this Agreement will be, at
closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind except as set forth in this
Agreement. None of such Shares are or will be subject to any voting trust or
agreement. No person holds or has the right to receive any proxy or similar
instrument with respect to such shares, except as provided in this Agreement,
HCI is not a party to any agreement which offers or grants to any person the
right to purchase or acquire any of the securities to be delivered pursuant to
this Agreement. There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the issuance of the Shares,
impair, restrict or delay any voting rights with respect to the Shares.
5 The parties represent and warrant to each other that they have been
represented by independent counsel.
6 INVESTMENT INTENT. The Shareholders of HCI are acquiring the Shares for their
own account for purposes of investment and without expectation, desire, or need
for resale and not with the view toward distribution, resale, subdivision, or
fractionalization of the Shares.
7 DOCUMENTS TO BE DELIVERED AT CLOSING.
i By AMER
(1) Board of Directors Minutes authorizing the issuance of certificates for the
AMER Shares to be issued pursuant to this Agreement as specified in Exhibit B
hereto.
ii By HCI:
(1) Certificates representing 100% of the issued and outstanding stock of HCI.
(2) The resignation of the current directors of HCI.
(3) All of the business and corporate records of HCI, including but not limited
to Articles of Incorporation and all amendments thereto, By-Laws,
correspondence files, bank statements, checkbooks, savings account books,
minutes of shareholder and directors meetings, financial statements,
shareholder listings, stock transfer records, agreements and contracts.
(4) Audited Financial Statements prepared in compliance with GAAP as of June
30, 2002 with accompanying Statements of Income, Cash Flows and Changes in
Stock Holder Equity and Notes thereto.
(5) The unaudited financial statements for the period from June 30, 2002
through September 30, 2002 have been prepared by the Company in accordance with
GAAP and fairly present the financial position of HCI as of the date of the
financial statements.
(6) Statement of Certification signed by the HCI Executive Officer that all
items required to be delivered at a closing are complete.
8 MISCELLANEOUS.
i Captions and Headings. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this Agreement.
ii No oral Change. This Agreement and any provision hereof, may not be waived,
changed, modified, or discharged orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
iii Choice of Law This Agreement shall be exclusively governed by and construed
in accordance with the laws of the State of Florida, If any action is brought
among the parties with respect to this Agreement or otherwise, by way of a
claim or counterclaim, the parties agree that in any such action, and on all
issues, the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the State Courts of
Hillsborough County, Florida. In the event suit or action is brought by any
party under this Agreement to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
iv. Non Waiver. Except as otherwise expressly provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have
been made unless expressly in writing and signed by the party against whom such
waiver is charged; and
(I) the failure of any party to insist in any one or more cases upon the
performance of any of the provisions, covenants, or conditions of this
Agreement or to exercise any option herein contained shall not be construed as
a waiver or relinquishment for the future of any such provisions, covenants,
or conditions,
(ii) the acceptance of performance of anything required by this Agreement to
be performed with knowledge of the breach or failure of a covenant, condition,
or provision hereof shall not be deemed a waiver of such breach or failure, and
(iii) no waiver by any party of one breach by another party shall be construed
as a waiver with respect to any other or subsequent breach.
v Time of Essence. Time is of the essence of this Agreement and of each and
every provision hereof.
vi Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
vii Counterparts. This Agreement may be executed simultaneously in one 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 undersigned has executed this Agreement on this 6th day
of December, 2002.
For American Enterprise Corporation For HealthCentrics, Inc.
S/S XXXX XXXXXXX
S/S XXXXXXX XXXXX
By Xxxx Xxxxxxx, Chief Executive Officer
By Xxxxxxx Xxxxx, Chief Executive Officer
Includes:
Exhibit A - Shareholders of HealthCentrics, Inc.
Exhibit B - Distribution of AMER Shares
Exhibit C - HealthCentrics Audited Financial Statements
Exhibit D - HealthCentrics unaudited interim Financial Statements
____AMER Page 3 of 7 Pages HCI____plus Exhibts
