EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Uniservice Agreement") is entered
into by and among UNISERVICE CORPORATION, a Florida corporation ("Uniservice"),
INVERSIONES E INMOBILIARIA KYOTO LIMITADA, a Chilean limited partnership which
is controlled, directly or indirectly by Xxxxxxx Xxxxxxxx, an individual
currently residing in Santiago, Chile (collectively "Kyoto") and Kentucky Foods
Chile S.A. ("KyF Chile") as of the ____ day of _____, 1998, but which Uniservice
Agreement shall be effective as of the effective date of the registration
statement on Form SB-2 as followed by Uniservice with the Securities and
Exchange Commission ("Effective Date"). (Uniservice, Kyoto, and KyF Chile
sometimes individually referred to as "Party" and collectively as "Parties").
RECITALS
A. Uniservice is a corporation duly organized and existing under the
laws of the State of Florida and located in Palm Beach County, Florida, having
been incorporated November 21, 1997 and having authorized capital stock
consisting of thirty million (30,000,000) shares of Common Stock par value
$.0001, of which Twenty Million (20,000,000) shares are designated as Class A
Voting Common Stock and Two Million (2,000,000) shares are designated as Class B
Voting Common Stock ("Class B Common Stock")
B. Kyoto wishes to purchase 1,399,900 shares of Class B Common Stock
for $2.2 million, pursuant to the terms and conditions of this Uniservice
Agreement.
C. The laws of the State of Florida and the Country of Chile permit
Kyoto to purchase the shares of Class B Common Stock for $2.2 million, subject
to the terms and conditions set forth in this Uniservice Agreement.
D. Contemporaneously with the execution of this Uniservice Agreement,
Uniservice shall enter into a stock purchase agreement ("Kyoto Agreement") with
Kyoto and KyF Chile whereby as of the Effective Date, Uniservice shall purchase
54,216 shares of KyF Chile which are owned by Kyoto ("Kyoto Shares") for $2.2
million, which Kyoto Agreement shall be in substantially the same form as this
Uniservice Agreement, and which Kyoto Agreement is attached hereto as Exhibit A.
E. The Parties acknowledge and agree that the sole purpose for entering
into the Uniservice Agreement and the Kyoto Agreement in this manner is to
comply with the rules and regulations governing foreign investments in Chile, as
promulgated by the Central Bank of Chile and but for these requirements, the
Parties would have entered into a share exchange agreement whereby Uniservice
would have exchanged 1,399,900 shares of Class B Common Stock for 54,216 Kyoto
Shares. It is the Parties' intention
that the Uniservice Agreement and the Kyoto Agreement be effective
contemporaneously as of the Effective Date.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, as of the "Effective Date," as
hereinafter defined, it is agreed that Uniservice shall purchase the shares of
Class B Common Stock for $2.2 million, subject to the terms and conditions set
forth and the mode of carrying it into effect are and shall be as follows:
1. RECITALS. The above recitals are true, correct and are herein
incorporated by reference.
2. PURCHASE OF SHARES.
a. Uniservice hereby agrees to transfer to Kyoto at the
closing referred to in Section 3 below the 1,399,900 shares of Class B Common
Stock for $2.2 million, and Uniservice agrees to deliver to Kyoto a certificate
representing the 1,399,900 shares of Class B Common Stock. All certificates to
be delivered at the closing by the parties hereto shall be in negotiable form,
subject to any lock-up agreements and other restrictions pursuant to Federal and
state securities laws and contractual agreements with certain persons and
Uniservice's representative of the underwriters, including but not limited to,
Rule 144 of the Securities Act of 1933, as amended or as applicable.
b. Notwithstanding anything else to the contrary contained
herein, contemporaneously with the closing contemplated herein, Uniservice, KyF
Chile, and Kyoto shall enter into the Kyoto Agreement.
3. CLOSING DATE. The "Closing Date" shall be the effective date of
Uniservice's registration statement on Form SB-2 filed with the Securities and
Exchange Commission.
4. REPRESENTATIONS OF UNISERVICE. Uniservice hereby represents and
warrants that:
(a) Uniservice is validly organized, existing and in good
standing under the laws of the State of Florida. Upon information and belief,
there are no outstanding options, contracts, calls, commitments or demands of
any character relating to the authorized but unissued stock of Uniservice.
(b) The shares of Class B Common Stock to be sold at the
closing are validly issued, fully paid and non-assessable.
(c) Except as otherwise previously disclosed to Kyoto by
Uniservice, there has been no material adverse change in the condition of
Uniservice since the date
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of the financial statements previously provided to Kyoto. To the best of
Uniservice's knowledge, the only changes in the financial condition of
Uniservice since said date are those arising from the normal and regular conduct
of the business of Uniservice.
(d) Except as otherwise previously disclosed to Kyoto by
Uniservice, to the best of Uniservice's knowledge, there is no litigation,
governmental proceeding or investigation threatened or in prospect against
Uniservice or relating to any of the interest to be transferred hereunder which
could materially affect Kyoto.
(e) Except as otherwise previously disclosed to Kyoto by
Uniservice, to the best of Uniservice's knowledge, Uniservice has no bonus,
deferred compensation, profit-sharing, pension or retirement arrangements,
whether or not legally binding, nor is it presently paying any pension, deferred
compensation or retirement allowance which has not otherwise been disclosed to
Kyoto.
(f) The statements made and information given to Kyoto
concerning UniService and the transactions covered by this Agreement are true
and accurate and no material fact has been withheld from Kyoto.
(g) Uniservice has no knowledge of any developments or
threatened developments of a nature that would be materially adverse to the
business of Uniservice.
(h) Subject to the lock-up requirements previously discussed
to Kyoto and as set forth in the Registration Statement, the shares of Class B
Common Stock to be transferred by Uniservice to Kyoto hereunder are free and
clear of all voting trusts, agreements, arrangements, encumbrances, liens,
claims, equities and liabilities of every nature and Uniservice is conveying
clear and unencumbered title thereto to Kyoto.
(i) There are no agreements to which Uniservice is a party nor
does Uniservice know of any other agreements that in any way materially restrict
or impinge upon the business of Uniservice or the benefit of which Uniservice
requires or presently has in its business.
5. REPRESENTATIONS OF KYOTO. Kyoto hereby makes the following
representations and warranties to Uniservice, each of which is true as of the
date hereof and will be true as of the Closing Date with the same effect as
though such representations and warranties had been made on the Closing Date:
(a) Kyoto is a corporation duly organized and existing under
and by virtue of the laws of the Country of Chile, and is in good standing under
the laws thereof.
(b) The execution and delivery of this Agreement by Kyoto and
the performance by Kyoto of its covenants and undertakings hereunder have been
duly authorized by all requisite corporate action, and Kyoto has the corporate
power and
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authority to enter into this Agreement and to perform the covenants and
undertakings to be performed by it hereunder.
(c) Neither the execution nor the delivery of this Agreement,
nor the consummation of the transaction herein contemplated, nor compliance with
the terms hereof, will conflict with or result in a breach of any of the terms,
conditions or provisions of the Articles of Incorporation or the Bylaws of
Uniservice as amended, or any agreement or instrument to which Kyoto is now a
party.
(d) Kyoto is acquiring Uniservice's stock for its own account
and for investment and not with the view to the distribution or resale of any
thereof.
6. INVESTMENT PURPOSE. Kyoto represents that it is acquiring the shares
of Uniservice Common Stock to be delivered at the closing solely for investment
and not for distribution or resale.
7. NOTICES. Any notice or communication necessary or desirable
hereunder shall be considered sufficient and delivery thereof shall be deemed
complete if delivered in person or mailed by registered mail on the part of
Uniservice to:
Uniservice Corporation
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
and to Kyoto and Xxxxxxx Xxxxxxxx, as follows:
Inversiones e Inmobiliaria Kyoto Limitada
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxx
and to KyF Chile as follows:
Kentucky Foods Chile S.A.
Xxxxxxxxxx #00, Xxxxxx 0000
Xxxxxxxx, Xxxxx
Attn: Xxxxxxx Xxxxxxxx
or to such other address as either party may hereafter specify in writing as his
or its own address to the other party.
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8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings of the parties in
connection herewith.
9. SEVERABILITY. Kyoto and Uniservice hereby agree and affirm that none
of the above provisions is dependent on the validity of any other provision and
invalidity as to any provision or any part thereof shall not affect any other
provision.
10. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Florida. Venue shall be Palm Beach County, Florida.
11. COUNTERPART. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
UNISERVICE CORPORATION
By: ____________________________________
KYOTO:
INVERSIONES E INMOBILIARIA
KYOTO LIMITADA
By: _____________________________________
_________________________________________
XXXXXXX XXXXXXXX
KENTUCKY FOODS CHILE S.A.
By: _____________________________________
_________________________________________
XXXXXXX XXXXXXXX, PRESIDENT
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