AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this
13th day of June, 2000, among Cybertel Communications Corp., a Nevada
corporation ("Cybertel"); L.D.V.L., Inc., a New Jersey corporation ("LDVL");
and the stockholders of LDVL as listed on Exhibit A hereto and who will
execute and deliver a copy of the Agreement (the "LDVL Stockholders").
W I T N E S S E T H:
RECITALS
WHEREAS, the respective Boards of Directors of Cybertel and LDVL
have adopted resolutions pursuant to which Cybertel shall acquire and the LDVL
Stockholders shall exchange 100% of the outstanding common stock of LDVL; and
WHEREAS, the sole consideration for 100% interest in LDVL shall be
the exchange of $0.001 par value common stock of Cybertel (which shares are
all "restricted securities" as defined in Rule 144 of the Securities and
Exchange Commission) as outlined in Exhibit A; and
WHEREAS, the LDVL Stockholders shall acquire in exchange the
"restricted securities" of Cybertel in a reorganization within the meaning of
Section 368(a)(1)(B), Section 351 or other available sections, laws or rules
and regulations of the Internal Revenue Code of 1986, as amended;
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 LDVL Stockholders agree to transfer to
Cybertel at the closing (the "Closing") 100% of the outstanding securities of
LDVL, listed in Exhibit A, which is attached hereto and incorporated herein by
reference (the "LDVL Shares"), in exchange for 700,000 shares of common stock
of Cybertel, as outlined in Exhibit A. Taking into account the current
outstanding shares of Cybertel's common stock, amounting to approximately
4,734,243 shares, there will be approximately 5,434,243 outstanding shares of
the reorganized Cybertel on the Closing.
1.2 Warrants. Cybertel shall issue, pursuant to a Warrant Agreement,
51,783 warrants at an exercise price of $8.00 per warrant to those persons or
entities listed on Exhibit B hereto.
1.3 Funding. Cybertel shall fund LDVL up to $1.3 million as
required by the LDVL Business Plan, such funding to be mutually agreed upon by
the parties and submitted to Cybertel's Board of Directors. Cybertel has
agreed to provide $500,000 of this amount on the Closing.
1.4 Delivery of Certificates by LDVL Stockholders. The transfer of
the LDVL Shares by the LDVL Stockholders shall be effected by the delivery to
Cybertel 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 Cybertel and with all necessary transfer taxes and other
revenue stamps affixed and acquired at the LDVL Stockholders' expense.
1.5 Further Assurances. At the Closing and from time to time
thereafter, the LDVL Stockholders shall execute such additional instruments
and take such other action as Cybertel may request in order to exchange and
transfer clear title and ownership in the LDVL Shares to Cybertel.
1.6 Closing. The Agreement will be deemed to be completed on receipt
of the signatures of the LDVL Stockholders who own not less than 80% of the
outstanding securities, and on the execution and delivery of the Agreement and
related Exhibits and consents by LDVL and Cybertel.
Section 2
Closing
The Closing contemplated by Section 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, on or before ten days following the execution and
delivery of this Agreement, 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 Cybertel
Cybertel represents and warrants to, and covenants with, the LDVL
Stockholders and LDVL as follows:
3.1 Corporate Status. Cybertel 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. Cybertel 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.
3.2 Capitalization. The current pre-Agreement authorized capital
stock of Cybertel consists of 20,000,000 shares of $0.001 par value common
voting stock, of which approximately 4,734,243 shares are issued and
outstanding, all fully paid and non-assessable; and 5,000,000 shares of
$0.001 par value preferred stock, 5,000 shares of which have been
designated as Series A 6% Convertible Preferred Stock, and 3,000 shares of
which are issued and outstanding, with an option to acquire the remaining
2,000 shares of this class of preferred stock at an aggregate price of
$2,000,000 having been granted. Except as otherwise provided herein or in
the Certificate of Designation respecting the Series A 6% Convertible
Preferred Stock respecting, among other rights, privileges and preferences,
the conversion of this Series to common stock of Cybertel, there are no
outstanding options, warrants or calls pursuant to which any person has the
right to purchase any authorized and unissued common or preferred stock of
Cybertel. Cybertel is continuing to offer shares of its "restricted
securities" (common stock) pursuant to a Confidential Private Offering
Memorandum dated February 14, 2000 (the "Memorandum"), through Capital Growth
Resources ("Capital Growth"), a registered broker/dealer, to a maximum
offering of 1,000,000 shares for an aggregate total of $8,000,000. If the
maximum offering is completed, Capital Growth could earn a maximum of 145,000
warrants entitling it to acquire 145,000 shares of Cybertel's "restricted
securities" (common stock") at a price of $0.01 per share for an aggregate
total of $1,450.
3.3 Financial Statements. The financial statements of Cybertel
furnished to the LDVL Stockholders and LDVL, consisting of audited financial
statements for the years ended December 31, 1999 and 1998, and for the period
ended March 31, 2000, attached hereto as Exhibit C and incorporated herein by
reference, are correct and fairly present the financial condition of Cybertel
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. Cybertel 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 D.
3.5 Interim Changes. Since the date of its balance sheets, except as
set forth in Exhibit D, there have been no (1) changes in financial condition,
assets, liabilities or business of Cybertel which, in the aggregate, have been
materially adverse; (2) damages, destruction or losses of or to property of
Cybertel, payments of any dividend or other distribution in respect of any
class of stock of Cybertel, 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 its
employees.
3.6 Title to Property. Cybertel has good and marketable title to all
properties and assets, real and personal, reflected in its balance sheets, and
the properties and assets of Cybertel are subject to no mortgage, pledge, lien
or encumbrance, except for liens shown therein or in Exhibit D, with respect
to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending, or to
the knowledge of Cybertel, threatened, against or relating to Cybertel, its
properties or business, except as set forth in Exhibit D. Further, no
officer, director or person who may be deemed to be an "affiliate" of Cybertel
is party to any material legal proceeding which could have an adverse effect
on Cybertel (financial or otherwise), and none is party to any action or
proceeding wherein any has an interest adverse to Cybertel.
Books and Records. From the date of this Agreement to the Closing,
Cybertel will (1) give to the LDVL Stockholders and LDVL or their respective
representatives full access during normal business hours to all of Cybertel's
offices, books, records, contracts and other corporate documents and
properties so that the LDVL Stockholders and LDVL or their respective
representatives may inspect and audit them; and (2) furnish such information
concerning the properties and affairs of Cybertel as the LDVL Stockholders and
LDVL or their respective representatives may reasonably request.
Tax Returns. Cybertel 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), Cybertel and its representatives will keep confidential any
information which they obtain from the LDVL Stockholders or from LDVL
concerning the properties, assets and business of LDVL. If the transactions
contemplated by this Agreement are not consummated by June 30, 2000, Cybertel
will return to LDVL all written matter with respect to LDVL obtained by
Cybertel in connection with the negotiation or consummation of this Agreement.
3.11 Corporate Authority. Cybertel has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to the LDVL Stockholders and LDVL or their
respective representatives at the Closing a certified copy of resolutions of
its Board of Directors authorizing execution of this Agreement by Cybertel's
officers and performance thereunder, and that the directors adopting and
delivering such resolutions are the duly elected and incumbent directors of
Cybertel.
3.12 Due Authorization. Execution of this Agreement and performance
by Cybertel hereunder have been duly authorized by all requisite corporate
action on the part of Cybertel, and this Agreement constitutes a valid and
binding obligation of Cybertel and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Cybertel.
3.13 Environmental Matters. Cybertel 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 Cybertel or
Cybertel's predecessors. In addition, to the best knowledge of Cybertel,
there are no substances or conditions which may support a claim or cause of
action against Cybertel or any of Cybertel's 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.
3.14 Access to Information Regarding LDVL. Cybertel acknowledges
that it has been delivered copies of what has been represented to be
documentation containing all material information respecting LDVL and LDVL's
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 LDVL, and with the legal and
accounting firms of LDVL, with respect to such documentation; and that to the
extent requested, all questions raised have been answered to Cybertel's
complete satisfaction.
Section 4
Representations, Warranties and Covenants of LDVL
and the LDVL Stockholders
LDVL and the LDVL Stockholders represent and warrant to, and covenant
with, Cybertel as follows:
4.1 Ownership. The LDVL Stockholders own the LDVL Shares, free and
clear of any liens or encumbrances of any type or nature whatsoever, and each
has full right, power and authority to convey the LDVL Shares owned without
qualification.
4.2 Corporate Status. LDVL is a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey and is
licensed or qualified as a foreign corporation in all states or foreign
countries and provinces in which the nature of LDVL's business or the
character or ownership of LDVL properties makes such licensing or
qualification necessary.
4.3 Capitalization. The authorized capital stock of LDVL consists of
10,000,000 shares of common stock, $0.001 par value per share, of which
2,478,335 shares are issued and outstanding, all fully paid and
non-assessable. Except as otherwise provided herein, 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 LDVL.
4.4 Financial Statements. The financial statements of LDVL furnished
to Cybertel, consisting of an unaudited balance sheet as of March 31, 2000,
and an unaudited Statement of Income for the three months ended March 31,
2000, attached hereto as Exhibit E and incorporated herein by reference, are
correct and fairly present the financial condition of LDVL as of these dates
and for the periods involved, and such statements were prepared by management
in good faith from the books and records of LDVL, and no material change has
occurred in the matters disclosed therein, except as indicated in Exhibit F,
which is attached hereto and incorporated herein by reference. 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. LDVL has no material liabilities of any
nature except to the extent reflected or reserved against in the trial balance
sheet, whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due, except as set
forth in Exhibit F attached hereto and incorporated herein by reference.
4.6 Interim Changes. Since the date of the trial balance sheet,
except as set forth in Exhibit F, there have been no (1) changes in the
financial condition, assets, liabilities or business of LDVL, in the
aggregate, have been materially adverse; (2) damages, destruction or
loss of or to the property of LDVL, payment of any dividend or other
distribution in respect of the capital stock of LDVL, 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. LDVL has good and marketable title to all
properties and assets, real and personal, proprietary or otherwise, reflected
in the trial balance sheet, and the properties and assets of LDVL are subject
to no mortgage, pledge, lien or encumbrance, except as reflected in the
balance sheet or in Exhibit F, with respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding pending, or to
the knowledge of LDVL, threatened, against or relating to LDVL or its
properties or business, except as set forth in Exhibit F. Further, no
officer, director or person who may be deemed to be an affiliate of LDVL is
party to any material legal proceeding which could have an adverse effect on
LDVL (financial or otherwise), and none is party to any action or proceeding
wherein any has an interest adverse to LDVL.
4.9 Books and Records. From the date of this Agreement to the
Closing, the LDVL Stockholders will cause LDVL to (1) give to Cybertel 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 Cybertel may inspect and audit them; and (2) furnish such
information concerning the properties and affairs of LDVL as Cybertel may
reasonably request.
4.10 Tax Returns. LDVL 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), LDVL, the LDVL Stockholders and their representatives will
keep confidential any information which they obtain from Cybertel concerning
its properties, assets and business. If the transactions contemplated by this
Agreement are not consummated by June 30, 2000, LDVL and the LDVL Stockholders
will return to Cybertel all written matter with respect to Cybertel obtained
by them in connection with the negotiation or consummation of this Agreement.
4.12 Investment Intent. The LDVL Stockholders are acquiring the
shares to be exchanged and delivered to them under this Agreement for
investment and not with a view to the sale or distribution thereof, and the
LDVL Stockholders have no commitment or present intention to liquidate the
Company or to sell or otherwise dispose of the Cybertel shares. The LDVL
Stockholders shall execute and deliver to Cybertel on the Closing an
Investment Letter attached hereto as Exhibit G and incorporated herein by
reference, acknowledging the "unregistered" and "restricted" nature of the
shares of Cybertel being received under the Agreement in exchange for the LDVL
Shares; receipt of certain material information regarding Cybertel; and
whereby each is compromising and/or waiving any claims each has or may have
against LDVL by reason of the purchase of any securities of LDVL by each or
any of them prior to the Closing of the Agreement.
4.13 Corporate Authority. LDVL has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to Cybertel or its representative at the Closing a
certified copy of resolutions of its Board of Directors authorizing execution
of this Agreement by its officers and performance thereunder.
4.14 Due Authorization. Execution of this Agreement and performance
by LDVL hereunder have been duly authorized by all requisite corporate action
on the part of LDVL, and this Agreement constitutes a valid and binding
obligation of LDVL and performance hereunder will not violate any provision of
the Articles of Incorporation, Bylaws, agreements, mortgages or other
commitments of LDVL.
4.15 Environmental Matters. LDVL and the LDVL 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 LDVL
or its predecessors. In addition, to the best knowledge of LDVL, there are no
substances or conditions which may support a claim or cause of action against
LDVL 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.
4.16 Access to Information Regarding Cybertel. LDVL and the LDVL
Stockholders acknowledge that they have been delivered copies of what has been
represented to be documentation containing all material information respecting
Cybertel 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 Cybertel, and
with the legal and accounting firms of Cybertel, 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 LDVL
and the LDVL Stockholders
All obligations of LDVL and the LDVL Stockholders under this Agreement
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 Cybertel contained in this Agreement 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. Cybertel shall have performed and complied with
all of the terms and conditions required by this Agreement to be performed or
complied with by it before the Closing.
5.3 Officers' Certificate. LDVL and the LDVL Stockholders shall have
been furnished with a certificate signed by the President of Cybertel, in such
capacity, attached hereto as Exhibit H and incorporated herein by reference,
dated as of the Closing, certifying (1) that all representations and
warranties of Cybertel contained herein are true and correct; and (2) that
since the date of the financial statements (Exhibit C hereto), there has been
no material adverse change in the financial condition, business or properties
of Cybertel, taken as a whole.
Section 6
Conditions Precedent to Obligations of Cybertel
All obligations of Cybertel under this Agreement are subject, at
Cybertel's 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 LDVL and the LDVL Stockholders contained in
this Agreement 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. LDVL and the LDVL Stockholders shall have
performed and complied with all of the terms and conditions required by this
Agreement to be performed or complied with by them before the Closing.
6.3 Officers' Certificate. Cybertel shall have been furnished with a
certificate signed by the President of LDVL, in such capacity, attached hereto
as Exhibit I and incorporated herein by reference, dated as of the Closing,
certifying (1) that all representations and warranties of LDVL and the LDVL
Stockholders contained herein are true and correct; and (2) that since the
date of the financial statements (Exhibit E), there has been no material
adverse change in the financial condition, business or properties of LDVL,
taken as a whole.
6.4 Books and Records. The LDVL Stockholders or the Board of
Directors of LDVL shall have caused LDVL to make available all books and
records of LDVL, including minute books and stock transfer records; provided,
however, only to the extent requested in writing by Cybertel at Closing.
6.5 Stockholder's Consent. The Agreement will be deemed to be
completed on receipt of the signatures of the LDVL Stockholders who own not
less than 80% of the outstanding securities, and on the execution and delivery
of the Agreement and related Exhibits and consents by LDVL and Cybertel.
Section 7
Termination
Prior to Closing, this Agreement may be terminated (1) by mutual consent
in writing; (2) by either the directors of Cybertel or LDVL and the LDVL
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 directors
of Cybertel or LDVL and the LDVL 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 Agreement.
8.2 Waiver. Any failure on the part of any party hereto to comply
with any of Cybertel 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 Agreement,
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 Cybertel: 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxx, Xxxxxxxxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to LDVL: 00 Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
If to the LDVL Stockholders: To the addresses listed on
Exhibit A
8.5 Entire Agreement. This Agreement 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 Agreement
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.
8.7 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, 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 Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns.
8.9 Counterparts. This Agreement 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.
8.10 Default. In the event of any default hereunder, the prevailing
party in any action to enforce the terms and provisions hereof shall be
entitled to recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Reorganization effective the day and year first above written.
CYBERTEL COMMUNICATIONS CORP.
Date: ________________________. By /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxxxxxx, President
L.D.V.L., INC.
Date: 6/13/00. By /s/ Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx, President
AGREEMENT AND PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Agreement and Plan
of Reorganization (the "Agreement") dated as of the ____ day of __________,
2000, among Cybertel, Communications Corp., a Nevada corporation ("Cybertel");
L.D.V.L., Inc., a New Jersey corporation ("LDVL"); and the stockholders of
LDVL (the "LDVL Stockholders"), who are signatories thereto, is executed by
the undersigned, an LDVL Stockholder as of the date first written above. The
undersigned, through execution and delivery of this Counterpart Signature
page, intends to be legally bound by the terms of the Agreement.
_______________________________________
Name (Please Print)
________________________________________
Signature
________________________________________
Address
________________________________________
EXHIBIT A
Number of Shares of
Number of Shares Cybertel
Owned of to be
Name LDVL Received in Exchange
Xxxxxxxxx & Xxxx Xxxxxxxxxxx 33,334 9,415
00 Xxxxxxxx Xxxx
Xxxxxx Xxxxxx, X.X. 00000
Xxxxxxx & Xxxxxxxx Xxxxxx 200,000 56,490
0 Xxxxxxxxx Xxxx
Xxxxxx Xxx, X.X. 00000
Xxxxxxx X. Xxxxxx & Xxxx Xxxxx XXX 33,334 9,415
00 Xx. Xxxx'x Xx.
Xxxxxx, XX0-0XX X.X.
Xxxxxx Xxxxxxxxx & 21,667 6,120
Xxxxxxx Xxxxxxxx
00 Xxxxx Xxxx
Xxxxx Xxxxx, X.X. 00000
Xxxxx & Xxxxx Xxxxxxx 1,000,000 282,448
0 Xxxxxxxxxx Xxxx
Xxx Xxxxx, X.X. 00000
Xxx & Xxxxxx XxXxxxx 100,000 28,244
00 Xxxxxxx Xxxxx
Xxxxxx, X.X. 00000
Xxxx Xxxxxxxx 1,000,000 282,448
000 Xxx Xxxxx Xxxxxxx
Xxxxxxxx, X.X. 00000
Xxxxx & Xxxx Xxxxxxxxxx 50,000 14,122
000 Xxxxxx Xx.
Xxxxx Xxxxxx, X.X. 00000
Xxxxxxx & Xxxxxxxx Xxxxxxxx 20,000 5,649
0 Xxxxxxx Xxxx
Xxxxxxxxx Cntr.
Long Island, N.Y. 11570
Xxxxxxx X. & Xxx Xxxxx Xxxxxxx 20,000 5,649
00 Xx. Xxxxx Xx.
Xxxxxx XX0 0XX U.K.
Total: 2,478,335 700,000
EXHIBIT B
Number of Cybertel
Warrants to be
Name Received in Exchange
Xxxxxxxxx & Xxxx Xxxxxxxxxxx 13,450
00 Xxxxxxxx Xxxx
Xxxxxx Xxxxxx, X.X. 00000
Xxxxxxx X. Xxxxxx & Xxxx Xxxxx XXX 13,450
00 Xx. Xxxx'x Xx.
Xxxxxx, XX0-0XX X.X.
Xxxxxx Xxxxxxxxx & 8,743
Xxxxxxx Xxxxxxxx
00 Xxxxx Xxxx
Xxxxx Xxxxx, X.X. 00000
Xxxxxxx & Xxxxxxxx Xxxxxxxx 8,070
0 Xxxxxxx Xxxx
Xxxxxxxxx Cntr.
Long Island, N.Y. 11570
Xxxxxxx X. & Xxx Xxxxx Xxxxxxx 8,070
00 Xx. Xxxxx Xx.
Xxxxxx XX0 0XX U.K.
Total: 51,783
EXHIBIT C
CYBERTEL COMMUNICATIONS CORP.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1999 and 1998
AND THE PERIOD ENDED
MARCH 31, 2000
[Incorporated herein by reference.]
EXHIBIT D
None.
EXHIBIT E
L.D.V.L., INC.
UNAUDITED FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
LDVL, INC.
STATEMENT OF ASSETS, LIABILITIES, AND EQUITY-INCOME TAX BASIS
MARCH 31, 2000
ASSETS
Current Assets
Cash in Banks $625,946.70
----------
Total Current Assets $625,946.70
Other Assets
Security Deposits 3,200.00
Loan Receivable Officer 23,873.60
---------
Total Other Assets 27,073.60
---------
TOTAL ASSETS 653,020.30
----------
See Accountant's Compilation Report
LDVL, INC.
STATEMENT OF ASSETS, LIABILITIES, AND EQUITY-INCOME TAX BASIS
MARCH 31, 2000
LIABILITIES AND CAPITAL
Current Liabilities
Notes Payable $ (4,000.00)
Payroll Taxes Payable 5,001.88
--------------
Total Current Liabilities $ 1,001.88
Long Term Liabilities
Notes Payable 2,280.85
--------------
Total Long Term Liabilities 2,280.85
--------
Total Liabilities 3,282.73
Capital
Capital Stock 779,500.00
Current Earnings (129,762.43)
--------------
Total Capital 649,737.57
----------
TOTAL LIABILITIES AND CAPITAL 653,020.30
----------
See Accountant's Compilation Report
LDVL, INC.
STATEMENT OF INCOME
For the One Month and Three Months Ended March 31, 2000
CURRENT PERIOD YEAR TO DATE
Dept. 1 Dept. 2 Total Dept. 1 Dept. 2 Total
Revenue
Cost of Goods
Sold
Expenses
10,779.50 0.00 10,779.50 Advertising 14,079.50 0.00 14,079.50
0.00 0.00 0.00 Equipment Rent 0.00 0.00 3,129.00
376.72 0.00 376.72 Interest 375.72 0.00 375.72
250.00 0.00 250.00 Insurance 750.00 0.00 750.00
0.00 0.00 0.00 Office Expense 995.00 0.00 995.00
18,750.00 0.00 18,750.00 Sales Salaries 33,750.00 0.00 33,750.00
1,434.38 555.00 2,045.38 Payroll Taxes 2,581.90 669.50 3,563.40
8,956.75 0.00 12,865.75 Rent 16,524.94 0.00 23,253.94
174.00 0.00 174.00 Stationery & 42,801.46 0.00 42,801.46
Postage
20.65 0.00 20.65 Telephone 1,570.26 0.00 1,570.26
121.38 0.00 121.38 Travel-Local 5,493.15 0.00 5,493.15
--------- ----- -------- --------- ---- ---------
40,863.38 555.00 45,403.38 Total Expenses 120,922.93 669.50 129,762.43
--------- ------ --------- ---------- ------ ----------
(40,863.38) (555.00) (45,403.38)Income from (120,922.93)(669.50)(129,762.43)
---------- ------- --------- Operations ---------- ------ -----------
(40,863.38) (555.00) (45,403.38)Net Income (120,922.93)(669.50)(129,762.43)
---------- ------- --------- ---------- ------ ----------
See Accountant's Compilation Report
EXHIBIT F
None.
EXHIBIT G
Pacific Stock Transfer
P. O. Xxx 00000
Xxx Xxxxx, Xxxxxx 00000-0000
Cybertel Communications Corp.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
XxXxxxx, Xxxxxxxxxx 00000
Re: Exchange of shares of L.D.V.L., Inc., a New Jersey
corporation ("LDVL"), for shares of Cybertel Communications
Corp., a Nevada corporation ("Cybertel or "the Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Agreement") between the undersigned, LDVL and Cybertel, I acknowledge that I
have approved this exchange; that I am aware of all of the terms and
conditions of the Agreement; that I have received and personally reviewed a
copy of any and all material documents regarding the Company, including, but
not limited to the Company's 10-KSB Annual Report for the year ended December
31, 1999; all reports or registration statements filed with the Securities and
Exchange Commission during the past 12 months; all documents respecting the
issuance and designation of Series A 6% Convertible Preferred Stock; and the
Confidential Private Placement Memorandum of Cybertel dated February 14, 2000.
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 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, 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 accounting firm for Cybertel is Xxxxxx &
Xxxxxx PLLC, 5444 Westheimer, #2080, Xxxxxxx, Xxxxx 00000; Telephone #713-
000-0000; and that legal counsel for Cybertel is Xxxxxxx X. Xxxxxxxxxx, Esq.,
000 Xxxx 0xx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, Telephone
#000-000-0000.
I also understand that I must bear the economic risk of ownership of
any of the Cybertel shares 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 LDVL for use
by Cybertel as they are made to induce you to issue me the shares of Cybertel
under the Agreement, 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 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
Cybertel, all shares of Cybertel to be issued and delivered to me in exchange
for my shares of LDVL shall be represented by one stock certificate only and
which such stock certificate shall be imprinted with the following legend or a
reasonable facsimile thereof on the front and reverse sides thereof:
The shares 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. Cybertel will attempt to accommodate any
stockholders' request where Cybertel views the request is made for valid
business or personal reasons so long as in the sole discretion of Cybertel,
the granting of the request will not facilitate a "public" distribution of
unregistered shares of common voting stock of Cybertel.
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 _______________________, 2000.
Very truly yours,
___________________________________
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Cybertel Communications Corp., a
Nevada corporation ("Cybertel"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Agreement") between
Cybertel and L.D.V.L., Inc., a New Jersey corporation ("LDVL"), and the
stockholders of LDVL (the "LDVL Stockholders"):
1. That he is the President of Cybertel and has been authorized and
empowered by its Board of Directors to execute and deliver this Certificate to
LDVL and the LDVL Stockholders.
2. Based on his personal knowledge, information, belief and
opinions of counsel for Cybertel regarding the Agreement:
(i) All representations and warranties of Cybertel contained within the
Agreement are true and correct;
(ii) Cybertel has complied with all terms and provisions required of it
pursuant to the Agreement; and
(iii) There have been no material adverse changes in the financial
position of Cybertel as set forth in its financial statements for the periods
ended December 31, 1999 and 1998, except as set forth in Exhibit C to the
Agreement.
CYBERTEL COMMUNICATIONS CORP.
By /s/ Xxxxxxx Xxxxxxxxxxx
------------------------
Xxxxxxx Xxxxxxxxxxx, President
EXHIBIT I
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of L.D.V.L., Inc., a New Jersey
corporation ("LDVL"), represents and warrants the following as required by the
Agreement and Plan of Reorganization (the "Agreement") between LDVL, its
stockholders (the "LDVL Stockholders") and Cybertel Communications Corp., a
Nevada corporation ("Cybertel"):
1. That he is the President of LDVL and has been authorized and
empowered by its Board of Directors to execute and deliver this Certificate to
Cybertel.
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of LDVL contained within the
Agreement are true and correct;
(ii) LDVL has complied with all terms and provisions required of it
pursuant to the Agreement; and
(iii) There have been no material adverse changes in the financial
position of LDVL as set forth in its unaudited balance sheet as of March 31,
2000, and its unaudited statement of income for the three months ended March
31, 2000, except as set forth in Exhibit E to the Agreement.
L.D.V.L., INC.
By /s/ Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx, President
