AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the ?Agreement?) is dated
February 14, 2003, and is by and
between Rexadon Corporation, a Delaware corporation (the ?Company?) and
HealtheUniverse, Inc., a California
corporation (?HealtheUniverse?).
R E C I T A L S
WHEREAS, the shareholders of HealtheUniverse ("Shareholders") own the
shares of capital stock of HealtheUniverse as set forth in Schedule 1 attached
hereto, constituting all of the issued and outstanding stock of HealtheUniverse
(the ?HealtheUniverse Shares?);
WHEREAS, the Company is a public company, required to file reports
under Section 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx");
WHEREAS, the Board of Directors of the Company and HealtheUniverse deem
it advisable that the acquisition by the Company of HealtheUniverse be effected
through an exchange (the "Exchange") of HealtheUniverse Shares pursuant to this
Agreement;
WHEREAS, the Company desires to acquire all of the outstanding
HealtheUniverse Shares for shares of Common Stock of the Company.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
I. EXCHANGE
1.01 Exchange. The Shareholders shall exchange all of their
HealtheUniverse Shares for a total of 7,000,000 shares of Common Stock of the
Company (the "Common Stock") at the Closing of this Agreement. Immediately prior
to Closing there shall be 3,000,000 shares of Common Stock outstanding, so that
after Closing the Company shall have outstanding 10,000,000 shares of Common
Stock.
1.02. Closing. The Closing of the transactions contemplated
by this Agreement (the "Closing") shall take place on February 14, 2003 at
the corporate offices of HealtheUniverse.
1.03. Deliveries. Upon Closing, the parties are delivering the
following documents:
1.03(a). The items and documents set forth in Sections 1.01
and 1.02.
1.03(b). The Company shares of Common Stock described in
Section 1.02.
1.03(c). The Company shall deliver the resignations of all of
its current officers and directors, and board resolutions electing
Xxxxx X. Dev, Xxxxxx Xxxxx and Xxxxxx Xxxx to the Board of Directors of
the Company and Xxxxx X. Dev as CEO, Xxxxxx Xxxxx as Secretary and
Chief Operating Officer and Xxxxxx Xxxx as Chief Investment and
Financial Officer.
1.04. Filings. Immediately following the Closing, the Company shall
file the following documents:
1.04(a). A Current Report on Form 8-K with the U.S.
Securities and Exchange Commission,
reporting the transactions set forth in this Agreement.
1.04(b). A Certificate of Amendment to the Certificate of
Incorporation of the Company with the Delaware Secretary of State
changing the name of the Company to "HealtheUniverse, Inc." or a
similar name as may be determined by the Board of Directors.
II. REPRESENTATIONS AND WARRANTIES OF HEALTHEUNIVERSE
HealtheUniverse represents and warrants to the Company as follows, as
of the date of this Agreement and as of the Closing:
2.01. Organization.
2.01(a). HealtheUniverse is a corporation duly organized,
validly existing and in good standing under the laws of the State of
California; HealtheUniverse has the corporate power and authority to
carry on its business as presently conducted; and HealtheUniverse is
qualified to do business in all jurisdictions where the failure to be
so qualified would have a material adverse effect on its business.
2.02. Capitalization.
2.02(a). The authorized capital stock and the
issued and outstanding shares of
.. All of the issued and outstanding shares of HealtheUniverse are duly
authorized, validly issued, fully paid
and nonassessable.
2.02(b). Except as set forth in Exhibit 2.02(b) there ar
no outstanding options, warrants,
or rights to purchase any securities of HealtheUniverse.
2.03. Subsidiaries and Investments. HealtheUniverse does not
own any capital stock or have any
interest in any corporation, partnership or other form of business
organization, except as described in Exhibit
hereto.
2.04. Financial Statements. The audited financial statements of
HealtheUniverse as of and for the two years ended December 31, 2002, including
the audited balance sheet as of December 31, 2002 and the related audited
statement of operations, cash flows and changes in stockholders' equity for the
two years then ended present fairly the financial position and results of
operations of HealtheUniverse, on a consistent basis.
2.05. No Undisclosed Liabilities. To the best knowledge of
HealtheUniverse, other than as
attached hereto, HealtheUniverse is not subject to any material liability or
obligation of any nature, whether
absolute, accrued, contingent, or otherwise and whether due or to become due,
which is not reflected or reserved against in the Financial Statements, except
those incurred in the normal course of business.
2.06. Absence of Material Changes. Since December 31, 2002,
except as described in any Exhibit
attached hereto or as required or permitted under this Agreement, there has not
been:
2.06(a). any material adverse change in the condition
(financial or otherwise) of the properties, assets, liabilities or
business of HealtheUniverse, except changes in the ordinary course of
business which, individually and in the aggregate, have not been
materially adverse;
2.06(b). any redemption, purchase or other acquisition of any
shares of the capital stock of HealtheUniverse, or any issuance of any
shares of capital stock or the granting, issuance or exercise of any
rights, warrants, options or commitments by HealtheUniverse relating to
their authorized or issued capital stock; or
2.06(c). any change or amendment to the Certificate of
Incorporation of HealtheUniverse.
attached hereto, to the best knowledge of HealtheUniverse there is no
litigation, proceeding or investigation pending or threatened against
HealtheUniverse affecting any of its properties or assets against any officer,
director, or stockholder of HealtheUniverse that might result, either in any
case or in the aggregate, in any material adverse change in the business,
operations, affairs or condition of HealtheUniverse or its properties or assets,
or that might call into question the validity of this Agreement, or any action
taken or to be taken pursuant hereto.
2.08. Title To Assets. HealtheUniverse has good and marketable title to
all of its assets and properties now carried on its books including those
reflected in the balance sheets contained in the Financial Statements, free and
clear of all liens, claims, charges, security interests or other encumbrances,
except as described in Exhibit 2.08 attached hereto or any other Exhibit.
attached hereto, there are and have been no contracts, agreements, arrangements
or other transactions between 9 HealtheUniverse, and any officer, director, or
stockholder of HealtheUniverse, or any corporation or other entity controlled by
the Shareholders, a member of the Shareholders' families, or any affiliate of
the Shareholders.
2.10. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Articles of Incorporation or Bylaws of HealtheUniverse, or any agreement,
contract or instrument to which HealtheUniverse is a party or by which it or any
of its assets are bound.
2.11. Disclosure. To the actual knowledge of HealtheUniverse, neither
this Agreement, the Financial Statements nor any other agreement, document,
certificate or written or oral statement furnished to the Company by or on
behalf of HealtheUniverse in connection with the transactions contemplated
hereby, contains any untrue statement of a material fact or when taken as a
whole omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading.
2.12. Authority. HealtheUniverse has full power and authority to enter
into this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, have been duly authorized and approved by the
Board of Directors of HealtheUniverse and, other than the approval by the
Shareholders of HealtheUniverse described in Section 6.04, no other corporate
proceedings on the part of HealtheUniverse are necessary to authorize this
Agreement and the transactions contemplated hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to HealtheUniverse as
follows, as of the date of this Agreement and as of the Closing:
3.01. Organization.
3.01(a). The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware;
has the corporate power and authority to carry on its business as
presently conducted; and is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on the business of the Company.
3.01(b). The copies of the Certificate of Incorporation, of
the Company, as certified by the Secretary of State of Delaware, and
the Bylaws of the Company are complete and correct copies of the
Certificate of Incorporation and the Bylaws of the Company as amended
and in effect on the date hereof. All minutes of meetings and actions
in writing without a meeting of the Board of Directors and shareholders
of the Company are contained in the minute book of the Company and no
minutes or actions in writing without a meeting have been included in
such minute book since such delivery to HealtheUniverse that have not
also been delivered to HealtheUniverse.
3.02. Capitalization of the Company. The authorized capital stock of
the Company consists of 20,000,000 shares of Common Stock, par value $.001 per
share, of which 10,000,000 shares will be outstanding at Closing, and 1,000,000
shares of preferred stock, none of which is outstanding. All outstanding shares
are duly authorized, validly issued, fully paid and non-assessable.
3.03. Subsidiaries and Investments. The Company does not own
any capital stock or have any interest in any corporation, partnership,
or other form of business organization.
3.04. Authority. The Company has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the issuance of the Company Shares in accordance with
the terms hereof, have been duly authorized and approved by the Board of
Directors of the Company and no other corporate proceedings on the part of
Company are necessary to authorize this Agreement, the transactions contemplated
hereby and the issuance of the Company Shares in accordance with the terms
hereof.
attached hereto, the Company is not subject to any material liability or
obligation of any nature, whether absolute, accrued, contingent, or otherwise
and whether due or to become due.
3.06. Litigation. There is no litigation, proceeding or investigation
pending or to the knowledge of the Company, threatened against the Company
affecting any of its properties or assets, or, to the knowledge of the Company,
against any officer, director, or stockholder of the Company that might result,
either in any case or in the aggregate, in any material adverse change in the
business, operations, affairs or condition of the Company or any of its
properties or assets, or that might call into question the validity of this
Agreement, or any action taken or to be taken pursuant hereto.
3.07. Title To Assets. The Company has good and marketable title to all
of its assets and properties now carried on its books including those reflected
in the balance sheet contained in the Company's financial statements, free and
clear of all liens, claims, charges, security interests or other encumbrances,
except as described in the balance sheet included in the Company's financial
statements or on any Exhibits attached hereto.
attached hereto contains a list of all contracts, agreements, leases, licenses,
arrangements, commitments and other undertakings to which the Company is a party
or by which it or its property is bound. Each of said contracts, agreements,
leases, licenses, arrangements, commitments and undertakings is valid, binding
and in full force and effect. The Company is not in material default, or alleged
to be in material default, under any contract, agreement, lease, license,
commitment, instrument or obligation and, to the knowledge of the Company, no
other party to any contract, agreement, lease, license, commitment, instrument
or obligation to which the Company is a party is in default thereunder nor, to
the knowledge of the Company, does there exist any condition or event which,
after notice or lapse of time or both, would constitute a default by any party
to any such contract, agreement, lease, license, commitment, instrument or
obligation.
3.09. Underlying Documents. Copies of all documents described in
any Exhibit attached hereto (or a
summary of any such contract, agreement or commitment, if oral) have been made
available to HealtheUniverse and
are complete and correct and include all amendments, supplements or
modifications thereto.
3.10. Transactions with Affiliates, Directors and
Shareholders. Except as set forth in Exhibit
hereto, there are and have been no contracts, agreements, arrangements
or other transactions between the
Company, and any officer, director, or 5% stockholder of the Company, or any
corporation or other entity controlled by any such officer, director or 5%
stockholder, a member of any such officer, director or 5% stockholder's family,
or any affiliate of any such officer, director or 5% stockholder.
3.11. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Certificate of Incorporation or Bylaws of the Company, or any agreement,
contract or instrument to which the Company is a party or by which it or any of
its assets are bound.
3.12. Disclosure. To the actual knowledge of the Company, neither this
Agreement nor any other agreement, document, certificate or written or oral
statement furnished to HealtheUniverse and the Shareholders by or on behalf of
the Company in connection with the transactions contemplated hereby, contains
any untrue statement of a material fact or when taken as a whole omits to state
a material fact necessary in order to make the statements contained herein or
therein not misleading.
3.13. Financial Statements. The financial statements of the Company set
forth in its Form 10K-SB for the year ended June 30, 2002 and its Form 10-QSB
for the quarter ended September 30, 2002 present fairly the financial position
and results of operations of the Company, on a consistent basis.
3.14. Absence of Material Changes. Since December 31, 2002,
except as described in any Exhibit
hereto or as required or permitted under this Agreement, there has not been:
3.14(a). any material change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of
Company, except changes in the ordinary course of business which,
individually and in the aggregate, have not been materially adverse.
3.14(b). any redemption, purchase or other acquisition of any
shares of the capital stock of the Company, or any issuance of any
shares of capital stock or the granting, issuance or exercise of any
rights, warrants, options or commitments by HealtheUniverse relating to
their authorized or issued capital stock.
3.14(c). any amendment to the Certificate of Incorporation
of the Company.
3.15 Securities Law Compliance
3.15(a) The Company's common stock is registered under Section
12(g) of the Exchange Act. The Company has filed all reports and other
material required to be filed by it with the SEC pursuant to Section
15(d). Such filed reports and materials do not contain any
misstatements of material facts, nor do they omit any material
information required to be stated therein or necessary to prevent the
statements therein from becoming misleading.
3.15(b) The currently outstanding common stock of the Company
was issued pursuant to the Registration Statement or valid exemptions
from registration under the Securities Act of 1933 pursuant to
Regulation D promulgated thereunder.
IV. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company and
HealtheUniverse contained herein shall survive the consummation of the
transactions contemplated herein and remain in full force and effect.
V. CONDITIONS TO CLOSING
5.01. Conditions to Obligation of HealtheUniverse. The
obligations of HealtheUniverse under this
Agreement shall be subject to each of the following conditions:
5.01(a). The representations and warranties of the Company
herein contained shall be true in all material respects at the Closing
with the same effect as though made at such time. The Company shall
have performed in all material respects all obligations and complied in
all material respects, to its actual knowledge, with all covenants and
conditions required by this Agreement to be performed or complied with
by it at or prior to the Closing.
No injunction or restraining order shall be in effect, and no action or
proceeding shall have been instituted and, at what would otherwise have
been the Closing, remain pending before a court to restrain or prohibit
the transactions contemplated by this Agreement.
5.01(c). All statutory requirements for the valid consummation
by the Company of the transactions contemplated by this Agreement shall
have been fulfilled. All authorizations, consents and approvals of all
governments and other persons required to be obtained in order to
permit consummation by the Company of the transactions contemplated by
this Agreement shall have been obtained.
5.01(d). The fulfillment of the obligations of the Company set
forth in Section 6.02.
Conditions to Obligations of the Company. The obligation of the Company
under this Agreement shall be subject to the following conditions:
5.02(a). The representations and warranties of HealtheUniverse
herein contained shall be true in all material respects as of the
Closing, and shall have the same effect as though made at the Closing;
HealtheUniverse shall have performed in all material respects all
obligations and complied in all material respects, to its actual
knowledge, with all covenants and conditions required by this Agreement
to be performed or complied with by it prior to the Closing.
5.02(b). No injunction or restraining order shall be in effect
prohibiting this Agreement, and no action or proceeding shall have been
instituted and, at what would otherwise have been the Closing, remain
pending before the court to restrain or prohibit the transactions
contemplated by this Agreement.
5.02(c). All statutory requirements for the valid consummation
by HealtheUniverse of the transactions contemplated by this Agreement
shall have been fulfilled. All authorizations, consents and approvals
of all governments and other persons required to be obtained in order
to permit consummation by HealtheUniverse of the transactions
contemplated by this Agreement shall have been obtained.
VI. CERTAIN AGREEMENTS
6.01. Forward Stock Split; Registration Statement. The Company shall
effect a three for one forward stock split immediately prior to Closing. The
Company shall file a registration statement on Form SB-2 or other appropriate
form as soon as practicable following the Closing, but in no event later than 90
days thereafter, registering all of the 3,000,000 outstanding pre-exchange
shares of common stock, and shall use its best efforts to cause such
registration statement to be declared effective and to remain effective for at
least nine months. The Company shall file for a listing on the OTC Bulletin
Board and/or the BBX Exchange if such Exchange is authorized by the SEC.
6.02. Reporting Requirements. The Company shall file all reports
required by Section 15(d) of the Securities Act of 1933 and shall maintain its
books and records in accordance with Sections 12 and 13 of the Securities
Exchange Act of 1934. The parties agree that the failure of the Company to make
such filings with the Securities and Exchange Commission shall constitute a
material breach of this Agreement.
VII. MISCELLANEOUS
7.01. Finder's Fees, Investment Banking Fees. Neither HealtheUniverse
nor the Company have retained or used the services of any person, firm or
corporation in such manner as to require the payment of any compensation as a
finder or a broker in connection with the transactions contemplated herein.
7.02. Tax Treatment. The transactions contemplated hereby are intended
to qualify as a so-called ?tax-free? reorganization under the provisions of
Section 368 of the Code. The Company and HealtheUniverse acknowledge, however,
that they each have been represented by their own tax advisors in connection
with this transaction; that neither has made any representation or warranty to
the other with respect to the treatment of such transaction or the effect
thereof under applicable tax laws, regulations, or interpretations; and that no
attorney's opinion or private revenue ruling has been obtained with respect to
the effects thereof under the Internal Revenue Code of 1986, as amended.
7.03. Further Assurances. From time to time, at the other party's
request and without further consideration, each of the parties will execute and
deliver to the others such documents and take such action as the other party may
reasonably request in order to consummate more effectively the transactions
contemplated hereby.
7.04. Parties in Interest. Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors and assigns of the
parties hereto.
7.05. Entire Agreement; Amendments. This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to its subject matter. There are no
restrictions, agreements, promises, warranties, covenants or undertakings other
than those expressly set forth herein or therein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Agreement may be amended only by a written instrument duly
executed by the parties or their respective successors or assigns.
7.06. Headings, Etc. The section and paragraph headings
contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretations of this Agreement.
7.07. Pronouns. All pronouns and any variations thereof
shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the identity of the person,
persons, entity or entities may require.
7.08. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the
same instrument.
7.09. Governing Law. This Agreement shall be governed by the
laws of the State of Delaware
(excluding conflicts of laws principles) applicable to contracts to be
performed in the State of Delaware.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.
REXADON CORPORATION HEALTHeUNIVERSE, INC.
By: By:
Name: Name:
Title: Title:
SCHEDULE I
NUMBER OF SHARES NUMBER OF
OF HEALTHEUNIVERSE SHARES OF
COMMON STOCK COMPANY
NAMES OF OWNED AND COMMON STOCK
SHAREHOLDERS TO BE DELIVERED TO BE RECEIVED
Xxxxx Xxxx 50,000 1,166,667
Xxxxxx Xxxx 50,000 1,166,667
Xxxxxx Xxxxx 100,000 2,333,333
Xxxxx Dev 100,000 2,333,333
Totals 300,000 7,000,000
